Friendly Neighborhood Spider-Man
by Writing Avenger 2016
Summary: Before he stood as one of the Mighty Avengers, Peter Parker spent his days balancing his life between school, work, and saving the city from costumed psychopaths. Follow along on his journey from timid teenager to spectacular superhero!
1. How it all Began

_Tell me there's something better. Go ahead, try._

 _How I spent my summer vacation, by Peter Benjamin Parker. I think I can sum it all up in one glorious, hyphenated word: Spider-Man!_

 _Yeah that's me, part time student, photographer, and Avenger, and full time hero._

 _Of course, my life wasn't always fighting crimes and spinning webs. Believe it or now, there was a time when things were a lot less complicated…_

…

"Whoa!" Peter let out as he was tripped to the ground.

As he landed, his books flew out of his hands across the floor and his glasses went flying off his face. The sound of laughter filled his ears as half of the football team leered over him.

"Watch your step, Puny Parker!" a quarterback with blonde hair and an ugly sneer on his face taunted.

 _Yeah, that's me. Not exactly the most popular guy in school as you can see. The giant gorilla looming over me is Flash Thompson, Midtown High's resident quarterback and general pain in the ass._

Peter was suddenly yanked off the ground, hanging by the collar of his shirt.

"C'mon Flash, you know the rules." one of the football players chastised. "Don't leave your trash in the hall!"

"My bad!" Flash laughed, opening the lid of a large trash can. "You mind?"

"Not at all!" the player replied.

"No, wait! Don't!" Peter protested.

Peter was then thrown headfirst into the trash can, the lid slammed down on top of him as the laughter started up once again. Peter tried to move, but the cramped space and various refuse made it nearly impossible. After a few seconds, the lid was lifted and a pair of hands pulled him back out. Peter groaned, wiping garbage off his face as he tried to make out the two shapes standing over him.

"You okay peter?" A female voice coming from a blurry blonde figure asked.

"Found his glasses." a male voice coming from a red-headed figure announced, placing the frames in Peter's hands. "Here buddy. Try these on."

Peter put the glasses back on so he could see his two friends more clearly.

 _Of course, just because I was Midtown's champion geek doesn't mean I don't have any friends. The blonde bombshell is Gwen Stacy, and the guy is Harry Osborn. They've been my best friends for as long as I can remember._

"Thanks guys." Peter responded as they walked off.

"Dude, someone's gotta pull your hide out of the garbage." Harry insisted.

"Besides, he's probably just upset because his coach has been riding him about his grades." Gwen rationalized.

"Yeah, probably." Peter replied. "Nice to know there's at least one thing I got over the guy."

"More like one thing you have over all of us." Harry corrected. "I probably would have failed math back in the sixth grade if it wasn't for you."

"Hey, you have been getting better." Peter insisted.

"At a snail's pace." Harry retorted.

"Ahem." Gwen let out. "Perhaps we can continue this discussion in biology. We're gonna be late if we don't pick up the pace."

"Oh, right." Peter agreed as they went off.

…

 _While I might not be big man on campus, I am held in high esteem when it comes to the classroom._

In the biology classroom, the students were working on their final exam in focused silence. Peter ran through the questions easily, his pace matched only by Gwen. Harry seemed to be struggling, chewing on his eraser and running his fingers through his hair as he tried to solve the problem. Flash just put down whatever answers he could, not entirely caring if they were right or not. Eventually the bell rang, signalling that time was up.

"Alright, pencils down and pass them forward." the teacher announced. "I'll have them graded by monday."

Everyone passed up their papers, then prepared to leave. As they did, the teacher spoke up once again.

"Mr. Parker, Miss Stacy, a word please?"

Peter and Gwen looked at each other curiously as they walked up to the teacher.

"I wonder if either of you are familiar with the work of Dr. Curtis Connors of Oscorp?" He asked.

Both immediately lit up.

"Are you kidding?" Gwen let out. "Dr. Connors is only the lead scientist of the genetics field!"

"Yeah, his studies on Cross-Species Genetics is incredible!" Peter agreed.

"I'm glad you both think so," the teacher replied. "Because I just got a phone call saying he's offering two internships to promising high schoolers. I recommended my two top students."

The two exchanged looks, breaking out into excited grins.

…

"Internships!" Gwen exclaimed once they were outside. "At Oscorp!"

"Gwen, do you realize how huge this is?!" Peter asked.

"Once we graduate, we'll have our foots in the door of the second biggest scientific company in Manhattan!"

"Imagine, high paying jobs at Oscorp." Peter marveled.

"You'd be able to take care of your Aunt and Uncle." Gwen went on. "And I could help my dad out!"

"This is… incredible!" Peter let out. "I gotta tell Uncle Ben and Aunt May!"

As he said this, a car horn went off from the street. The two looked to see an older gentlemen pulling up to the curb.

"C'mon Peter!" he called out. "Your aunt's got supper on the table and you do not want to miss it!"

 _See this guy? This is my uncle, Ben Parker. Take careful note of him. He's is gonna be very important in this story._

Peter climbed into the car as Ben began driving.

"You look happier than usual." Ben remarked, stealing a glance at his nephew. "Have a good day?"

"Yeah, but it was nothing compared to what I just found out." Peter told him. "I got an internship at Oscorp!"

Ben beamed with pride, giving Peter a gentle slap on the shoulder.

"That's great, Peter." he told him. "Just like I told you: work hard and try your best, and good thing will come your way."

"You were right, Uncle Ben." Peter replied.

 _Things would be coming my way because of this internship, but I had no idea how big they'd be._

…

The next day, Peter and Gwen stood in front of the Oscorp building, gazing up at the sheer size of it. Harry was with them, his hands in his pockets.

"Well, here we are." Harry announced in a lackluster tone. "The place my dad spends most of his time."

"Come on Harry, even you have to admit this place is pretty cool." Peter insisted.

Harry gave a shrug.

"Eh, I guess." he allowed.

"C'mon, we don't want to be late on our first day." Gwen said, grabbing both boys by the wrist and pulling them inside.

They entered the building and were astonished by the various projects and experiments that were being done by a plethora of scientists.

"Wow." Peter marveled. "This place is… big. I wonder which way to Dr. Connors."

"I think it's this way." Harry directed.

He then lead them through the lobby and eventually into a large lab filled with various insects, arachnids, and lizards. Examining one of the many spiders currently sealed in a small jar was a scientist with close-cropped hair and a set of glasses perched on his nose.

"Dr. Conners?" Peter asked.

The scientist turned, revealing the absence of a right arm, the sleeve up his coat folded up and pinned into place.

"Ah, you must be the two students Professor Warren told me about." He deduced.

"That's us." Peter confirmed. "I'm Peter Parker and this is Gwen Stacy."

Connors almost reacted to when Peter said his name, but chose to keep it to himself for now.

"Pleasure to meet you." Gwen greeted, offering out her hand.

"Likewise." Dr. Connors replied, shaking her hand. "I've heard good things about the two of you."

"Same here." Peter responded. "Cross-Species Genetics? It's revolutionary."

"It is a bit of a conversation starter around here, I'll admit." Dr. Connors replied. "The idea of transmuting ideal traits of different species into humans, could usher in a new age for our world. An age without pain, without suffering, without weakness. Of course, that's still a ways to come."

Peter smiled a bit before looking up at the collection of spiders Dr. Connors seemed to be studying from.

"Nice bug collection." Peter noted.

"The byproducts of our cross species work." Dr. Connors explained. "Before we start crossing the DNA of different creatures, we thought it best to combine the DNA of species of the same family. In fact, this little devil is our first success."

He tapped the vial containing a large, red and dark blue spider.

"This was the result of combining DNA from several species of spiders into one specimen." Dr. Connors explained. "Containing the best genes from multiple spider species."

"I call it the Super Spider!" a young voice piped up as a mop of blonde hair came popping up from under one of the lab tables.

Peter and Gwen turned to see a young boy standing up with a big smile on his face.

"Billy!" Dr. Connors let out. "Now where did you come from?"

"Mom said I could stay if I didn't get in the way." Billy replied.

"Sounds fair." Dr. Connors replied before turning to Peter and Gwen. "Now as for you two, we won't over do it on the first day. I'll show you around the lab and let you know what needs doing, but the real work can begin tomorrow."

The two turned and went to follow him, unaware that the jar containing the super spider was open, allowing it to crawl free of its prison. It scurried across the table, jumping onto Peter's right hand.

 _It's kinda amazing how the smallest of things can make the biggest impacts on our lives. That's kinda how I see this. One little spider changing my entire life, forever."_

"Ow!" Peter let out.

He looked down at his hand and saw the spider, swatting it away. As an added measure, he stepped on it, flexing his hand as he did. Gwen noticed this, glancing back with concern.

"Peter?" She called out. "You okay?"

"Y-yeah." Peter replied. "Fine."

…

The rest of the day progressed on with Dr. Conner explaining various equipment and their functions. Peter tried to pay attention, but a burning pain in his hand kept distracting him. It got worse as a wave of dizziness hit him, his vision going blurry. Once it was time for them to leave, Peter practically stumbled out the doors to leave. Once he got outside, he stumbled into the street, his head aching and his eyes continuing to plague him. He pulled off his glasses to rubbed at his eyes, then he heard the truck horn. He quickly turned and saw a truck driving straight at him. On instinct, he leapt out of the way right before the truck made contact. Peter stopped to take a breath, but then realized where exactly he was.

 _Normally when someone's just experienced a scare, it's normal for them to lean on a wall so they have some tether to reality. However, I was literally clinging to the wall…_

 _10 feet in the air. Needless to say, it was a lot to process all at once._

"I… I'm sticking." Peter realized as he began crawling up the wall. "And I'm climbing… but human beings can't do this! We can't!"

As he reached the top of the building, he reached out to grab a metal pipe and crushed it in his hand. In shock, he pulled back, leaving an almost perfect impression of his hand in the metal.

"Whoa…" Peter let out.

 _It didn't take long to figure out the source of my newfound powers: the spider. I didn't know how or why, but somehow, when that spider bit me, it gave me all its gifts. The strength, speed, and agility of a spider. Part of me wanted to freak out, but a bigger part of me had a different reaction._

"Wooo!" Peter shouted, jumping ten feet into the air.

…

 _I had to figure out just what I was capable of, so I went to a deserted construction site so I could practice in privacy._

Once at the construction site, Peter began leaping from girder to girder. He then grabbed hold of one and flipped off of it, landing near a cement mixer. Feeling ambitious, he grabbed it and tried lifting it up, though it took some doing, he was able to lift the large mixer over his head.

"Aw, man!" Peter let out. "This is incredible!"

He then set the cement mixer down and took a breath. As he did, his glasses fell out of his pocket, reminding him that he'd stuffed them in there when he'd started discovering his powers. He held them up to his eyes, finding it nearly impossible to see through the glass. He took them off and saw he was able to see fine.

"Huh." Peter let out. "Who knew spiders were eye doctors."

About that time, his cellphone went off, the caller ID identifying it to be from Aunt May.

 _Well, I had mastered my powers, but not time management. A skill I wouldn't perfect until… actually I don't think I'll ever get that right_

"Hey, Aunt May." Peter answered.

" _Peter, where are you?"_ May asked. " _It's getting late, and supper's getting cold."_

"I, uh, was walking home and I got a little lost." Peter told her.

" _Oh dear, do you need your uncle to come get you?_ " May questioned.

"Uh, no." Peter reassured. "I think I know my way from here. Don't worry, I should be home in about.. 20 minutes."

" _Alright, just be careful._ " May insisted. " _We'll see you soon._ "

"Alright, love you." Peter replied before hanging up.

…

Not long after, Peter made it back home where Ben and May were waiting. Once he made it inside, he wasn't too surprised to find them sitting in the living room.

"Peter, you know that I was going to pick you up when your internship was done." Ben spoke up. "Why'd you try and walk home by yourself?"

"Sorry, Uncle Ben." Peter apologized. "I was feeling pretty great after the first day I thought I'd walk home. Guess I misjudged my knowledge of the city."

"Lose your glasses along the way?" Ben guessed.

"Uh… yeah." Peter answered, figuring that was the best answer.

"Oh Peter, you know those frames are expensive." Aunt May chastised. "I know you hate them, but you may need to make do with those contact lenses."

"That's… fine." Peter agreed, seeing it as a good excuse.

…

 _I gotta say, the thrill of the powers was still going through me even after dinner and going to bed. Even so, I couldn't help but feel something was missing. I wouldn't know what exactly until my next session at Oscorp._

The next day, Peter and Gwen were beginning their duties at Dr. Connors lab. As he did, Dr. Conner walked over, tapping him on the shoulder.

"Peter?" he asked. "Can I talk to you in private?"

"Uh… sure?" Peter answered, honestly confused.

The two walked off together, with Peter ever curious about the doc's intentions.

"So, what's up doc?" Peter asked before realizing his choice of words. "Didn't mean for it to come out like that."

"Quite alright." Dr. Connors replied. "I just needed to check something. Your… father. He was Richard Parker, right?"

Peter blinked in response.

 _Richard Parker, a name I haven't heard since I was seven. He and my mom did on and off work for the government, and were always going out on business trips. One day, their plane crashed and they were announced dead at the scene. It's how I ended up staying with Aunt May and Uncle Ben._

"You knew my dad?" Peter asked.

"That would put it mildly." Dr. Connors replied. "We were roommates in college and afterwards, partners here at Oscorp."

"Really?" Peter responded.

"Yes." Dr. Connors replied. "We were working on various projects, but there's one in particular I feel needs a Parker's touch."

"What's that?" Peter asked.

Dr. Connors and Peter walked into a room containing rows of white cables being processed and stretched by several machines.

"Wow." Peter let out.

"Impressive, isn't it?" Dr. Connors replied. "Attempts at bio-cables based on the webs of the cross species spiders. Your father thought they could be used for construction, natural disaster, and so much else. Unfortunately, I was never able to crack the formula without his help."

Peter walks over to the machines and sees several small metal cartridges on the table. Seeing the webs gave Peter an idea.

"I'd be more than happy to take a look." Peter reassured.

…

 _I finally found what I had been missing, a web. Hey, if I was gonna have the powers of a spider, I might as well complete the set. I got straight to work reconfiguring my father's designs._

In the basement of the Parker household, Peter began work reverse engineering the bio cable formula. As he scrutinized over the chemical compound, another conundrum struck him. He was going to need a way to contain, as well as shoot his new webs. He sketched out a few designs, eventually settling on something he could strap to his wrist.

He used some spare parts he'd collected over the years, eventually managing to construct a pair of web shooters. He tried testing the firing mechanism, but it just resulted in web exploding in his face.

 _In science, you gotta learn to expect trial and error. No one gets it right the first time, but eventually,_

After some recalibrations, Peter tested it again, this time, shooting a webline from his work table to the wall.

 _You'll get a winner._

Filling up several cartridges of the web formula, he headed out into the city to test out his new toy. He stationed himself on top of a building overlooking a busy street. Eying a nearby crane, he took aim with the web shooter and fired, connecting with the crane. Peter looked out over the street, feeling a small sense of dread about just how high up he was. Taking a deep breath, he steeled himself as he prepared to take the plunge.

"Tally ho." He let out, stepping off the ledge.

Peter screamed in both fear and excitement as he swung across the street. His excitement turned to panic as he realized he was headed for a face first collision with a billboard. Peter tried to stop himself on the ground, but it was futile, Peter collided with the billboard and slid to the ground with a thud.

 _So crafting new technology, not that big a deal. Steering with it, took a little longer. So it seemed I had a complete set of spider abilities. Now all that was left was a way to put them to use._

As he pulled himself free of the billboard, he took a moment to read what it said.

"Win a thousand dollars! Last three minutes with Bonesaw!"

Peter read this and smiled with determination.

 _Looked like I found it, wrestling. Not the most intellectually stimulating I admit, but it would be a good place to put my powers to use, and not incidentally earn some cash in the process. Though if I was gonna go into the costumed wrestling biz, I was gonna need a look to match._

…

Once he got home, Peter got to work crafting his new look, taking whatever spare clothes and scraps of fabric he could get a hold of and bringing them to his room. Peter's sewing skills were admittedly somewhat limited, but he made do with what little skill in the craft he had. He also used the frames of a pair of sunglasses to work as eyes for the mask.

 _One problem with spider power, spider vision. Best way I can describe it is that the world got dialed up to 11. I was hoping that the frames would help, even if they did look a bit weird._

After a lot of work, the costume was finally finished. Peter stepped in front of a mirror to get a good look. The costume was comprised of a sleeveless red shirt with a black spider symbol taking up a fair portion of the chest over a blue long sleeve shirt with matching sweatpants as well as red gloves and socks. The outfit was topped off a red mask with yellow tinted sunglasses frames serving as the eyes.

"Not bad for a guy who only took a sewing class at age ten under the insistence of his aunt." Peter remarked. "Maybe could use some decorative webs… but this will do fine."

He gathered it all into a backpack, tucking his web shooters in as well, then began making his way out of the basement. Just as he began to open the door, he heard the sound of his aunt and uncle talking.

"Something's up with him." Ben told May. "Maybe he's too embarrassed to tell me or maybe I'm too embarrassed to ask."

"Peter's a growing boy." May replied, placing a hand on his shoulder. "He just needs time to figure things out."

"I guess so." Ben relented.

"Uh… hey guys." Peter spoke up, walking up the stairs and into the living room. "I'm going out for a bit."

"Where're you headed?" May asked.

"Heading to the downtown library." Peter told them.

"Uh, hey wait up, Pete." Ben spoke up. "I'll drive ya."

"I wouldn't mind taking the subway, Uncle Ben." Peter insisted.

"Come on, I need the fresh air." Ben told him, standing up and grabbing his keys.

…

The two were in the car not long after that, Peter keeping a tight grip on his backpack. Ben glanced over at him, as if trying to figure out a puzzle.

"So, where are you really going?" Ben questioned.

"Uh…" Peter let out, freezing up slightly. "To the library. Like I said."

"Come on, Peter." Ben chastised. "I may be old, but I'm not senile yet."

"I never thought you were." Peter insisted.

"Then why do you think such a thinly veiled lie could fool me?" He asked. "You're not in trouble, I just want to make sure that you're making the right choices."

Peter let out a breath before speaking.

"Uncle Ben… can I ask you a hypothetical question?" Peter asked.

"Of course." Ben told him.

"If you had… talents," Peter began. "Talents that you could do better than anyone else, it wouldn't be wrong to… cash in on them, would it?"

"Well, that would depend on what kind of talents we're talking about." Ben replied, trying to come up with a good example. "Take your father for instance. He was always the smarter of the two of us, and he wanted to use his knowledge to help those around him."

Peter looked up in intrigue.

"I remember once I asked him if he ever thought about using his knowledge for something else." Ben continued. "Like start his own company or something. But he said that it be nice, but just because you can do something doesn't mean you should. He felt that if you could do good things for people, you had a moral obligation to do those things. The way he put it was 'you could have the power to change the world, but with that great power there must also come great responsibility.'"

Peter sat there for a moment, mulling over his uncle's words, unaware that the car had come to a stop.

"But like you said, it's just a hypothetical question." Ben sighed, feeling like he didn't make a dent. "I'll swing by here around 7."

With that, Peter got out of the car and Ben drove off.

 _I didn't mean to make Uncle Ben feel inadequate, but I had a lot on my mind at the time. I hoped to make it up to him later, but fate had other plans._

…

"Llllladies and gentleman!" the ring announcer called out. "Are you ready for the smackdown!"

The crowds cheered in excitement as the wrestler in the ring stepped forward and took the mic.

"Bonesaw is ready!" He declared.

The announcer took the mic back and let out a small chuckle.

"Well then, let's see who dares to step into the ring with the undefeated, the invincible, Bonesaw!"

The crowds cheered again as the spotlights showed around the stadium. One of those lights stopped on someone walking towards the ring. It was Peter, fully decked out in his costume.

"I dare!" He proclaimed, walking up to the ring.

The announcer got out of the ring and walked over to Peter.

"Hey kid, cute get up, but there's a reason they call him Bonesaw." He told him.

"That cash prize legit?" Peter asked.

"Yeah." he confirmed.

"Then i'm in." Peter declared.

The announcer gave a shrug.

"It's your funeral kid." he finally decided. "You got a name?"

"Call me…" Peter replied, thinking for a moment. "The Spider-Man."

"Catchy." He admitted before turning to the audience. "Ladies and Gentlemen, we have a new contender tonight! If he can survive just three minutes in the cage with Bonesaw, then the sum of one thousand dollars will be rewarded to, the terrifying, the deadly, the amazing Spider-Man!"

The crowds exploded into cheers as Spider-Man made his way into the ring, where Bonesaw was waiting for him. His heart was beating a mile a minute, but under his mask, he was smiling.

"Well, this should be fun." Spidey remarked.

Just then, a large cage began lowering from the ceiling and surrounded the two combatants.

"Guess it's too late to go to the bathroom, huh?" Spidey asked.

"Sorry freak, you're going nowhere." Bonesaw told him. "I got ya to myself for three minutes. Three minutes of play time."

"Then let's play." Spidey challenged.

The bell rang and Bonesaw charged at Spidey. Spider-Man quickly back flipped onto the bars, causing Bonesaw to crash right into them. After falling to the ground, Bonesaw picked himself up and looked up at Spider-Man.

"What are you doing up there?!" He asked.

"Staying away from you." Spidey told him. "Cute outfit by the way. Do they come in mens sizes?"

Bonesaw then leapt up to grab him, but Spider-Man just flipped off and landed behind him. Spider-Man quickly turned around and saw Bonesaw running at him. Thinking fast, he grabbed one of Bonesaw's arms and threw him into the bars of the cage. The man reverberated off the bars, somewhat disoriented, and completely pissed.

"I'm gonna squash you for that, insect!" he swore, taking a swing at Spidey.

 _Another benefit of my new spider powers? My spidey-senses. It's as if every cell in my body is warning me of danger, which made dodging bonesaw's punches as easy as 1, 2, 3._

Spider-Man ducked under the swing, causing him to spin around dizzily.

"I'll tear you apart!" Bonesaw yelled.

"You're welcome to try." Spidey challenged, grabbing Bonesaw and lifting him overhead. "But I think you'll find,"

Spider-Man then threw Bonesaw to the ground, causing him to fall unconscious.

"The match is over." Spider-Man finished.

The bell rang again, and everyone just started cheering, jumping to their feet and shouting 'Spider-Man' over and over again. The cage lifted and the announcer came in, grabbing Spider-Man by the wrist and throwing his hand in the air.

"Ladies and gentleman, your champion! The spectacular Spider-Man!"

Spidey couldn't help but pump his other fist in the air as the crowds cheered.

 _I gotta admit, even if I was wearing a mask, I couldn't help but feel I was showing off to Flash and all those jerks who thought I was just a nerd. And man it felt good._

…

At the fight promoters office, Spidey's grin remained plastered on his face as the promoter stacked several hundreds on the desk.

"800, 900, 1000 dollars." the man counted before picking up the stack and handing it to Spidey.

"Sweet!" Spidey replied, taking it. "Well, let me know if you have any more champs for me to thrash, will ya?"

"Easy kid." The promoter told him. "Enjoy your win."

"That I will." Spidey replied, leaving the office.

 _Needless to say, things were looking up. I had the powers, the look, and now the cash to boot. I was on top of the world… for about five seconds._

"Stop! Thief!" a voice called out as Spidey reached the elevator.

Spider-Man turned and saw some guy running out of the offices with a security guard chasing after him. The thief barreled past Spider-Man and pressed the button on the elevator. It opened and he slipped inside as Spider-Man watched the whole thing.

"Thanks, kid." The thief let out as the doors closed, protecting him from the pursuing guard.

The guard slammed his hand against the now closed elevator as Spidey made his way towards the stairs. Upon seeing Spidey making his leave, the guard turned to him angrily.

"What's the matter with you?!" He asked. "You let him go!"

"Hey sorry pal, I'm a wrestler, not a cop." Spidey dismissed, making his way through the stairwell door.

…

 _I know that seemed heartless, but I didn't really care at the time. I'd been pushed around for a long time and now I finally had a name for myself. All I cared about then was taking care of number one, me. A little lesson for those hearing this, if you look out only for yourself, you'll be the one who pays the biggest._

Back in his usual attire, Peter walked down the sidewalk towards the library. As he did, several cop cars whizzed passed, as well as an ambulance. He didn't think much of it until he rounded the corner to the library, seeing a fair-sized crowd gathered on the sidewalk.

"What's going on?" Peter asked.

"Carjacking gone wrong." one of the people answered. "Some guy got shot."

Over the crowd of people, Peter could hear a cop talking to who he could only assume was the victim.

"Sir, stay with me." the cop insisted. "What's your name?"

 _The next two words made by blood run cold._

"Benjamin… Parker..."

Peter moved on instinct, shoving his way through the crowd. One of the cops trying to keep the crowd back moved to intercept him.

"Son, you need to stay back." the cop insisted.

"That's my uncle!" Peter insisted, moving past him.

Peter dropped to his knees next to his prone uncle. There was a hole in his shirt that was oozing badly. The old man weakly turned towards his nephew, slowly lifting his hand towards him.

"Peter…?" he whispered.

"I'm here Uncle Ben." Peter reassured, tears pouring down his face as he took his uncle's hand.

"Never… forget..." Ben wheezed.

With those last words, Ben's eyes went out of focus and his hand went limp, slipping out of Peter's before falling to the ground. The tears in Peter's eyes began increasing as the cops gently ushered him away from his uncle's body. A medic put a sheet over him, closing his eyes as he did. Peter backed away from the scene in utter anguish. As he did, he overheard two more cops speaking.

"Any idea where the perp went?" the first one asked.

"Units are tailing the car down main street." the second one explained. "Looks like he's trying to lose them in the warehouse district."

Upon hearing this, Peter's eyes flashed open in anger. He then took off from the scene and down a nearby ally. He shed his normal clothes and donned his Spider-Man costume once more, shooting a web up at a building and swinging off it. He stuck to the side of the building and climbed up it, reaching the roof and sprinting across it.

 _I had no idea who this guy was or why he did what he did. I just knew I wanted him first. The police could have whatever was left after I was done._

…

After a bit of traversing, he caught sight of a police car chase, recognizing his uncle's car in a heartbeat. With barely any thought, he leapt off the building and shot out a web, swing across the street before leaping off and firing another web. This one allowed him to easily swing across the street without fear of hitting anything. With one massive leap, he flew through the air and landed on the hood of the car.

Rage filled his face as he punched through the windshield, startling the man behind the wheel. The man's face was covered by a ski-mask, but from what little Spidey could make of his expression, it was clear they were terrified. Yanking the wheel, the man tried to throw Spidey off the hood. This constant swerving caused the man to crash into the gate of a nearby warehouse. Spider-Man quickly leapt off before collision and landed on the arch of the gate, seeing the killer pull himself out and run inside.

"Big place." Spider-Man noted. "He could lose the entire police force in there. But not me."

…

Inside the warehouse, the killer made his way through the building, looking around for anyone that might have followed him inside. Seeing nobody, he let out a sigh of relief. As he turned back around, he found himself face to face with an upside down Spider-Man

"Going somewhere?" Spider-Man asked full of anger.

The man screamed and stumbled backwards, grabbing his gun and aiming it at Spidey. Spider-Man easily dodges the shots as he lands on a wall.

"What do you want?!" The man demanded.

You stole the life of a good man tonight." Spider-Man snarled. "A good man with a loving family. And you did it for his lousy car!"

The man shot at him again, but Spider-Man just flipped off the wall and landed in front of him. He shot out a web that attached to the gun, allowing him to whip it out of his hands. The man turned to try and run, but Spider-Man leapt onto the wall and bounced off, landing right in front of him.

"Don't bother running." Spider-Man told him. "There's nowhere you can hide.

Spider-Man then grabbed him and threw him near a window.

"Hey, don't hurt me." the man pleaded. "Just give me a chance!"

"What about Ben Parker?!" Spider-Man shouted back. "Did you give him a chance?! Did you?!"

Spider-Man then picked him up and slammed him against the window. He then pulled off the man's mask to see his face, and what he saw shocked him to his core.

 _It was him. The thief I let get away. The man I couldn't be bothered to stop because it didn't benefit me. One act of selfishness… and it cost me everything._

"No…" Spider-Man let out, shocked. "No it can't be you!"

Spider-Man set him down and took a step back in realization of who this was, and what he had done. The thief took a step back in fear, trying to keep his distance, but he accidentally tripped on a stray pipe and fell out the window. He would've fallen to the street if he hadn't grabbed onto the ledge in time. The crash snapped Spider-Man out of his shock. He went to the ledge, finding the thief dangling over a very deadly drop.

"Help me!" the thief begged. "I'll turn myself in! I promise! Just don't let me die!"

"I should." Spidey snarled. "Let you suffer the same fate you saw fit to inflict on Ben Parker!"

At that moment, the thief's grip slipped and he began falling. He didn't get far before a webline shot out and grabbed him by the arm, leaving him dangling in the air.

"But he wouldn't approve." Spider-Man declared.

He then took off into the night, leaving the thief to be apprehended by the police.

 _It took longer than it should have, maybe too long, but in that moment, I finally understood Uncle Ben's words. That in this fragile and material world, with great power comes great responsibility. And in that moment, I swore that I would never shirk my responsibilities again. As long as I had my powers, I would use them to protect the people of this city, so that no one would suffer the kind of loss I did. It was then that I decided to truly become… Spider-Man._


	2. Aftershocks

It was mid morning as a balding man in his 50's walked up to the Oscorp building. He walked through the front door and made his way through the building with a particular section in mind. Finally, he reached a section labeled "Specialized Weapons". He walked up to the door and swiped a key card against the lock, only for it to beep, flashing red.

"Huh?" He let out.

He tried again, but the same results occurred.

"What the hell?" He questioned.

The door then opened from the inside, allowing several men to exit, all of them carrying large crates of equipment.

"Hey," He called out. "Hey where are you going with that! That's my equipment!"

"Was, actually." A new voice corrected.

The man turned, finding himself face to face with none other than Norman Osborn.

"Mr. Osborn, what's going on?" The man demanded. "Where are they taking all that?"

"Times are changing Mr. Toomes." Norman replied. "With Stark Industries announcing the shutdown of their weapons department, a golden opportunity has been granted to us. We need to strategize, and prioritize."

"What does that have to do with my lab?" Toomes asked.

"Your work is… serviceable, but the future demands more capable minds to shape it." Osborn explained.

"Capable?!" Toomes let out. "I've been here for years!"

"My point exactly." Osborn replied, placing a hand on his shoulder. "You've been at this for far too long, and with far too little success. Weapons development is a young man's game, and let's face it, you're past your prime."

"Past my prime?" Toomes repeated, taking his hand off. "I don't think you understand my situation, Mr. Osborn. It's not just my work here, I have a family. The people I work with have families."

"I understand, I'm a family man myself." Osborn insisted. "But sometimes, sacrifices must be made."

Toomes just grumbled in response.

"I can promise a generous severance package, one that should allow you to see your daughter every now and then." Osborn assured him. "In fact, this may be better. Wasn't she always complaining that you were always 'too busy' for her?"

The mention of his daughter caused Toomes to grab Osborn by the collar.

"Don't even mention her!" Toomes threatened.

"Security!" Osborn called out.

Just then, two security guards came up and grabbed Toomes by the arms, pulling him off Osborn.

"Show Mr. Toomes out." Osborn instructed. "Before the vultures set in."

Struggling against the guards, Toomes glared at Osborn.

"You're going to regret this, Osborn!" He swore. "DO you hear me?! You will regret this!"

Osborn just walked away nonchalauntly as Toomes was taken out of the building.

…

Later that day, Toomes met up with some of his fellow lab workers at an abandoned hangar where they used to test their various projects.

"Here's to the end of an era." One of the men said solemnly, lifting up a beer bottle.

The others lifted their bottles in response before taking a drink. After swallowing a swig, Toomes slammed his bottle onto the table.

"Osborn… who does he think he is?!" Toomes let out. "We give him everything we have, and just tosses us out like yesterday's trash."

"Not much we can do about it now." one of the lab guys replied.

"So, what do we do with the prototypes?" Another guy asked.

Toomes perked up at that.

"Prototypes?" Toomes asked. "Mason, I thought they took everything."

"Well, not all of it." Mason told him.

He then walked over to the rear part of the hanger, unlocking the doors and pushing it open. The lights flickered for a bit, then turned on, revealing most of the prototypes for all of Toomes' inventions, including something large suspended from the ceiling and covered with a tarp.

"That's… quite a lot." one of the other lab guys commented. "So, we gonna call Oscorp and let them know they missed something."

"... no." Toomes decided. "Let's keep em."

"You sure?" Mason asked.

"Osborn was right about one thing." Toomes told them. "Times are changing. Think it's time we change too."

…

At the Parker residence, Peter finished getting ready for school and made his way downstairs when he heard May talking on the phone with the bank.

"Yes, I understand..." she said quietly. "Yes… yes I know. With Ben's funeral, expenses have gotten quite out of hand, I just need more time… yes… yes, I know… thank you..."

She hung up, letting out a sigh.

"Oh Ben… I don't know you did it all these years."

Peter just looked down in despair.

 _Things weren't looking up for the Parker household. With Uncle Ben gone, it was only a matter of time before we'd be up the creek. I helped pitch in the grang I won wrestling for the car repair and funeral expenses, but it would only do so much in the long run. I needed a way to help out. It was the least I could do after everything she'd done for me. I just needed a solution. Barring that, I needed a miracle._

…

"Who is Spider-Man? He's a criminal, that's who he is!" J Jonah Jameson, editor in chief of the Daily Bugle declared, tossing a newspaper aside. "A vigilante! A public menace! So, can one of you tell me what his freak job is doing on the front page of MY newspaper?!"

"He's news." Joseph "Robbie" Robertson explained. "And right now, he's the top selling story."

"You gotta admit, he is pretty impressive." Eddie Brock, one of the Bugles reporters commented. "I mean, pulling seven people from a subway crash, can't exactly sneeze at that JJ."

"I don't pay you for your opinion Brock." Jameson told him. "For all we know, he caused that wreck. Anyone else find it funny that he's always there when trouble shows up?"

"Come on , JJ." Robbie insisted. "What do you have against the guy? He seems like hero if you ask me."

"Then why does he wear a mask, huh?" Jameson asked. "What's he got to hide?"

"You didn't tell him how much our masked friend is worth, did ya Robbie?" Eddie remarked.

"Why should I care how much-"

"We sold out four printings." Robbie cut off.

Jameson did a double take upon hearing that.

"Sold out?" Jameson repeated.

"Every copy." Robbie confirmed.

"Tomorrow morning, Spider-Man, page one!" Jameson ordered. "And Brock, get me a decent picture this time!"

"I've tried, sir." Brock explained, pulling some photos out of his pocket. "These are the best I got."

He puts the photos on the desk, all of them either too blurry, or too far away to make anything out.

"Seriously?!" Jameson let out. "This is the best you got?!"

"He's fast." Eddie insisted. "I think I'm getting closer though."

"You've been saying that all week, and you've still barely been able to get a glimpse of him." Robbie retorted.

"Aw, is he shy?" Jameson asked sarcastically. "We can get a picture of Susan Storm in her skivvies, we can certainly get a shot of this weirdo. Robbie, put an add in the paper 'prize money for photos of Spider-Man!'. If he doesn't wanna be famous, then I'll make him infamous!"

…

At Midtown, Peter quickly moved through the halls of the school, trying to reach his biology class. Finally, he reached the room, only for class to have already started. Professor Warren heard him come in, clearing his throat.

"Mr. Parker, so kind of you to join us." he called out. "Please take your seat."

"Y-yes sir." Peter replied, taking his seat in between Harry and Gwen.

"Dude, where were you?" Harry hissed.

"Yeah, this is the third time this week you've been late for class." Gwen added. "What's up?"

"Nothing." Peter insisted. "I just… missed my train."

"Three times in a row?" Harry questioned.

"I… I'm still getting use to taking the train." he went on.

That made both Gwen and Harry fall silent.

"Ohhh." Gwen let out.

"Sorry Pete." Harry said quietly.

"It's alright." Peter reassured. "I can't thank you enough for your support, though."

 _I felt bad playing that particular card, especially with my friends. But I couldn't afford for them to figure out my secret._

"Hey, that's what friends are for." Gwen told him.

"Alright, Class!" Professor Warren spoke up. "I know you're just itching to find out your test scores from last week."

He began passing out the tests, handing Harry one with a large B- written in red. Peter saw that and grinned.

"Hey, you went up a letter grade!" he commended. "Way to go, Harry!"

"Couldn't've done it without you." Harry told him.

That's when Peter got his test back, a big A+ on the front. Gwen's test read the same.

"Excellent work Mr. Parker." Professor Warren continued. "You as well, Miss Stacy."

He then passed the tests out to the row behind them, which was where Flash, Sally Avril, and Liz Allen were sitting. Sally made a B on her test, and Flash was excited to see a C- on his.

"C-,sweet!" Flash proclaimed. "The Flash completes another pass!"

"Miss Allen," Professor Warren continued, handing Liz her paper. "I suggest you try harder in the future."

Liz took hers, and look dismayed when she saw it had a D- written on it. She dropped the paper onto her desk and dreaded bringing this up to her mom.

…

After class was over, everyone prepared to leave.

"Miss Allen, a word?" Professor Warren requested.

Liz froze for a moment before turning back to the professor.

"Yes?" She let out.

"Liz, if you're going to raise that grade, you're going to need a tutor." He explained. "I'm recommending Mr. Parker."

"Study with Peter?" Liz let out. "You gotta be kidding."

"Not at all." Professor Warren reassured. "There's a make-up test this friday. Manage to make at least a C, and I won't call your mother about your grade. Nor will I inform the cheerleading coach that you don't have the GPA requirement to make the squad.'

Liz winced at the thought.

"However, that also includes getting tutoring from Mr. Parker." Professor Warren tacked on. "Your choice."

Liz sighed in response.

"Alright." Liz relented.

…

Outside the classroom, Peter walked through the hallways trying to think of a solution to the Parkers money problem. As he continued walking, he accidentally walked right into one of the members of the football team, causing Peter to fall to the ground and the guy to turn towards him.

"Ran," Peter let out, slightly worried. "Uh, sorry. I wasn't watching where-"

"It's cool." Ran reassured, giving him a hand.

Relieved, Peter took it, allowing Ran to help him up.

"I gotta say, out of all of Flash's friends, you gotta be my favorite." Peter told him.

"Thanks." Ran replied. "So, what's got that big brain of yours occupied?"

"Uh, money problems back home." Peter answered.

"Harsh." Ran remarked.

"Tell me about it." Peter replied. "And since my internship with Oscorp is non-paying, I'm kinda stuck."

"You know," Ran pondered. "I think I have an idea."

Peter perked up as Ran fished into his backpack for a newspaper.

"Latest edition of the Bugle." Ran told him, pulling out the paper.

"'Cash prize for pictures of Spider-Man'." Peter read aloud. "This is perfect!"

"I don't know." Ran replied. "My dad says he's a hard guy to pin down."

"Maybe, but he's never had me on him." Peter declared. "Looks like I know what I'm doing after school."

"Hey, Parker!" Liz's voice called out.

Peter flinched before turning around and seeing Liz walking towards him.

"Look, I really need to pass that make-up test." She explained to him. "But, I also need to keep the fact that I need to take it secret."

"So, you want me to help you study… in secret?" Peter clarified.

"Exactly." Liz confirmed. "Look, it's not easy for me to come to you with this. But if word gets out I'm failing biology, I'll get kicked off the cheerleading squad. And that is something I don't want to have to explain to my mom."

"Ok." Peter replied, holding his hands up. "I'd be… more than happy to help. When do you wanna start?"

"We can meet tonight at the Coffee Bean." She told him. "And if you tell anyone about this, I will deny it for the rest of my life."

"Tonight?" Peter repeated. "But I-"

Liz just took off before Peter had the chance to finish.

"Great." He muttered.

…

 _Well, needless to say serving as Liz Allen's tutor on call wasn't what I had in mind for the day. But I wasn't gonna let that deter me. I figured if anyone was gonna get pair for shots of Spider-Man it might as well be me, so after school and before Oscorp, I swung home to get Uncle Ben's old camera. I managed to find it, and a lot more._

In the Parker houses attic, Peter went rummaging through an old chest full of various belongings. Aunt May had put most of Uncle Ben's things up there after the funeral, which thankfully included the camera. It was a bit of an older model, but Peter didn't care. As he removed it from the chest, he caught sight of an old briefcase. He wouldn't have thought much of it, except that it was his father's. Feeling a little curious, he opened it up and saw several papers inside.

 _The briefcase contained all of my dad's notes of the Cross Species project, as well as the many test runs that had been performed. Seeing the number of failed results, I was suddenly very subconscious about my powers. So, I decided to talk to Dr. Connors about it._

…

Later that day at Oscorp, Dr. Connors was looking over some lizard cells under a microscope. He was so focused on what he was doing that he almost didn't hear Peter come in.

"Uh, Dr. Connors?" Peter spoke up, getting Dr. Connors attention.

"Peter?" He let out. "What can I do for you?"

"I… I was wondering if I could talk to you." Peter told him. "It's about the Cross Species project."

"Of course." Dr. Connors allowed. "What would you like to know?"

"You… you worked on it with my father, right?" Peter asked. "I found some notes of his and… well it got me curious."

Dr. Connors got up from his work and walked over to him.

"Pardon me for presuming, but how much do you remember about your parents?" Dr. Connors inquired.

"Not as much as I'd like." Peter admitted. "They seemed to come and go on business trips a lot, leaving me with my aunt and uncle. One day… someone came to our door informing us about a plane crash. No survivors."

"I'm sorry." Dr. Connors consoled. "You've suffered many tragedies. Perhaps more than one should."

"I'm… managing." Peter replied. "So, you and my dad worked on this together?"

"It was our brainchild, you might say." Dr. Connors shared. "Back then we were mocked for our theories. Not just by the community at large, but at Oscorp as well. Called us mad scientist."

"So what changed?" Peter asked.

"Our work on the spiders." Dr. Connors answered. "When we found a way to cross breed them, our work seemed not only plausible, but near certain. We were prepared to change the lives of millions… including my own."

Peter looked at the doctor's missing arm, feeling great sympathy for him.

"What happened, then?" Peter inquired.

"... a representative for a government agency contacted your father." Dr. Connors shared. "He offered him a position that would allow him to receive the funding he needed for his work, as well as a chance to help those around him."

"My dad loved doing that." Peter commented.

"Yes, but I was a bit abstinent about it at the time." Dr. Connors admitted. "I pleaded that he'd stay, but his heart was set on this. So he left, and I… I was angry. So I stayed away from you and your family afterwards."

"It's alright." Peter reassured. "Though if it worked, completely… how much would the foreign species take over?"

"I suppose that depends on the amount of foreign DNA the subject was exposed to." Dr. Conners answered. "After that, minor changes would probably pop up. Increased muscle mass, heightened reflexes, sharpening of the senses, that sort of thing."

"And do you think any existing physical issues would be resolved?" Peter questioned. "Say, or examined, astigmatism?"

"Most likely." Dr. Connors answered. "Though this is all theoretical, considering there's never been a successful human trial."

Peter coughed in response to hearing that little revelation. Dr. Connors looked over at him, then put his hand behind his back.

"You know, it's ironic you're asking all this now." he remarked. "My Super Spider went missing. We've scoured the lab from top to bottom, finding no trace of it."

"Uh… sorry to hear about that." Peter responded.

"Yes, but funny enough, not long after this 'Spider-Man' character shows up out of nowhere." Dr. Connors continued. "Any thoughts?"

"... none." Peter replied nervously. "I should… probably get back to work."

Dr. Connors gave a small nod.

"Of course." he replied. "But know that if you ever need to talk, I'll listen."

"Thanks doc." Peter replied before heading off.

…

Back at the hanger, Toomes, Mason, and the others began work polishing up the prototypes they had with them. One such was a pair of specialized gauntlets that were designed to send out shock blasts that were meant for demolition purposes. Now they were being reconfigured and amped up by one of the lab guys named Herman Schultz.

"Think that should do it." He declared. "Let's see what this baby can do."

"Hold up there." Mason told him. "You're gonna need this."

He then handed Herman a yellow and brown metal suit with matching helmet.

"You're kidding right?" Herman asked. "Doesn't exactly look flattering."

"Neither does getting your arm shot off." Toomes countered. "You wanna avoid that, you wear the suit."

Herman took the suit without complaint. He then put it on and fired the gauntlets at some old planes, completely decimating them with a single shot.

"Nice!" Herman let out. "These could be fun."

"Not bad," Toomes commended. "But we need to see how well this equipment will really work. Why not take it for a test run before we begin the big game."

"Sounds good to me." Herman remarked.

…

That night, Peter managed to meet up with Liz so they could begin their tutoring sessions. However, it was becoming increasingly clear that she was not interested in getting tutored. She was barely listening, checking her phone every five seconds, and nearly fell asleep twice.

"So in short, the chapter focuses on interactions with biological systems and-" Peter tried to explain.

His words were cut off when he saw her lack of attention towards the subject.

"You're not finding this interesting, are you?" Peter deduced.

"No, no I'm not." Liz yawned. "I don't understand how any of this stuff is important."

"I, uh, guess you have a point." Peter admitted. "But it can be interesting if you look at it from the right angle."

"Really?" She questioned. "Honestly, I doubt I'll ever be able to wrap my head around this stuff. Maybe that's why my dad preferred to spend his days locked up with his work."

While the two were trying to make this work, just down the street, Herman walked up to a bank decked out in his new suit. As he stood in front of it, he turned on the gauntlets and cracked his neck.

"Time to shake things up." He declared, shooting at the building.

The blast blew the doors right off their hinges and sent them crashing into the building. From his seat, Peter could see crowds of people fleeing from the bank and wondered what was up.

 _Couldn't tell exactly what was going on, but I knew Spider-Man was needed. Timing was a little cruddy though, I was just starting to enjoy being ignored._

"Look this tutoring thing is something you need, not me." Peter told Liz, standing up to leave. "So when you're ready to actually try and learn, let me know."

He gathered up his stuff and walked off, much to Liz's surprise. She watched him leave, and felt kind of bad for ignoring him.

…

Back at the bank, Herman walked inside and up to the tellers desk.

"Sorry for the late arrival, but I'm here to pick up a deposit." Herman told her. "That gonna be a problem?"

Before the teller could answer, Spider-Man came swinging in.

"Actually, yeah!" he replied. "You didn't wait in line like everyone else!"

Herman turned around and saw Spider-Man clinging to one of the walls of the bank. He then fired his gauntlets at him, causing him to leap off the building and land on the ground in front of him.

"Nice aim pal." Spidey commented. "So, what do they call you anyway? Padded Pete? Quilt man? Mr. Triple Ply? No wait, I got it. The cushion!"

"Funny." Herman remarked. "But if you insist on calling me names, you can call me: The Shocker!"

Shocker fired at Spider-Man again, causing him to leap over the blast. Spidey then shot out a webline, allowing him to swing through the air before leaping off and trying to kick him in the chest. However, once he made contact, a residual shockwave shot him back and sent him skidding across the floor.

"Heh, and here I thought this suit was lame." Shocker admitted, walking over to Spider-Man.

He then picked him up and blasted him again, sending him flying through several glass panels. Spidey slowly picked himself up as he groaned in pain. He quickly regained his senses to see Shocker blasting at him again. He quickly dove out of the way and ran across the room as Shocker continued shooting at him.

"Hold still you little insect!"

After dodging another blast, Spider-Man leapt up into the air and shot out a web to swing on. He tried shooting a web at Shocker to subdue him, but Shocker just blasted right through it and blasted at the part of the ceiling that Spidey's web was attached to, causing Spider-Man to fall to the ground and a part of the ceiling to crash on top of him. Shocker just chuckled as went to grab what cash he could.

"This was fun," Shocker told him. "But I got places to be."

He made his way out as Spider-Man pulled himself out of the rubble.

"Okay… ow." he muttered.

…

 _Ok. so, it's safe to say that this showed me that the whole superhero gig wasn't gonna be as easy as I thought. On top of that, I had forgotten to take out my camera before the fight. So not only did Shocker get away, but I had nothing to show for it. Of course, maybe not having photographic evidence of Shocker kicking my butt was for the best._

The next day at Midtown, Peter was still sore, both figuratively and literally, from his fight with Shocker. As he walked down the halls, he passed right by Liz, who noticed him and ran to catch up.

"Peter!" she called out.

Peter perked up and turned towards Liz as she ran up.

"Liz, hey." Peter greeted. "Look, I feel kinda bad about ditching you last night."

"Well, you shouldn't." Liz told him. "You were right, I'm the one who needs the tutoring. I promise tonight, I'll pay attention. Just name the time and the place."

Peter was genuinely surprised by this gesture, and decided to take advantage of it.

"I'm working at Oscorp tonight." Peter told her. "We can meet there."

"I'll be there." Liz promised.

…

Back at the hangar, Shocker returned with the money he stole.

"Well, it worked." Shocker informed, dropping the money at their feet. "Dinner's on my tonight."

"Expected you back here sooner." Toomes commented.

"Ran into trouble." Shocker admitted. "That new guy in town. The Spider-Man."

"Spider-Man?" One of the men questioned. "I thought he was a myth."

"So did I." Shocker replied. "But the dents in my helmet say otherwise. He's real, and he's trouble."

Toomes mulled that over.

"This could be trouble." he mused. "He may try to interfere with our plans. We need to get rid of him."

"Leave that to me." Shocker promised, pounding his fists together. "He won't know what hit him."

…

That night at Oscorp, Peter and Gwen went about their work tidying up the lab. As they worked, Dr. Connors walked in.

"Peter," Dr. Connors addressed. "It seems you have a guest."

Peter looked over, seeing Liz standing there. She gave a small wave.

"Hi Peter." she greeted.

"Liz." Peter let out. "You made it."

"Well, the make-up test is soon, and I need to figure out this biology thing if I want to pass." she replied.

"I, uh, hope you don't mind, Dr. Connors." Peter told him.

"Not at all." Dr. Connors allowed. "Who am I to stand in the way of furthering one's education. I have some things I need to attend to anyway."

Dr. Connors then walked off, leaving Peter, Liz, and Gwen alone, with the latter feeling next to invisible to the other two.

"So, shall we get started?" Peter asked.

"Yes, please." Liz told him.

The two walked towards a table as Liz pulls out her textbook.

"So, I remember you mentioning something about how everything was connected." Liz recalled.

"Right." Peter confirmed. "In nature, everything is connected, and scientist push and build on those connections to help benefit mankind. For example, Oscorp has been studying a new field of science called cross species genetics. Adapting traits of different species into humans. This could lead to massive advancements in medical field. Imagine, with just a small piece of lizard DNA, those with amputated limbs or malformed ones could grow new ones rather than rely on prosthetics. Muscular diseases treated by natural occurring traits that will strengthen the afflicted muscles."

"It sounds almost too good to be true." Liz spoke up. "Wouldn't mixing human DNA and animal DNA create beings like the mutants?"

"Maybe, but mutations happen by chance." Peter explained. "In the lab, we have a better chance to control the outcome."

Before anything else could be said, the ground started shaking, causing everyone to grab onto something for stability.

"What's going on?" Liz questioned.

"No idea." Peter replied.

 _But I had a suspicion, Shocker wanting a rematch._

"I'm gonna find out what's going on!" Peter told them. "You two find some cover!"

"Peter, wait!" Liz called out as he took off.

"Liz, we need to go!" Gwen insisted, grabbing Liz's arm.

"But what about Peter?" Liz questioned.

…

Outside the Oscorp building, Shocker fired off another blast at the buildings structure, causing it to shake.

"This should get the bugs attention!" Shocker let out.

"You know, if you wanted to hang out," Spidey replied, swinging towards him. "You could have just texted me or something."

Shocker spun around and blasted at Spider-Man, knocking him out of the air.

"You know, you're becoming a real pain in the ass." Shocker commented. "Let's see how you handle maximum voltage at minimum range."

Shocker aimed his gauntlets at Spider-Man, preparing to fire at him, full force. Spidey slowly picked himself up and leapt out of the way just as the blast was shot off. It left a massive crater in the sidewalk as Spider-Man clung to the wall.

"Those things have got to go." Spidey decided, looking at Shocker and his gauntlets.

Spider-Man watched Shocker line up his shot and saw triggers on the inside of his hands, allowing him to fire the gauntlets. Spidey then leapt off the wall just as Shocker fired.

"Now what's wrong, Shocky?" Spidey taunted. "Last time, you could kick my hide from here to Jersey. Now you can barely get a shot off.

Shocker fired again, but Spider-Man easily dodged the blast. Shocker continued firing at him repeatedly, but each blast was easily dodged by the webhead. Shocker became more and more irritated with each missed shot, wanting nothing more that to nail him.

"Why can't you just die?!" Shocker explained, firing another shot.

"Not sure." Spidey admitted, leaping over the blast. "Maybe it's my natural charm and good looks."

As Spider landed, he shot two webstrands at Shockers gauntlets, wrapping them and his hands in webs, and preventing him from firing again.

"What the-" Shocker let out.

Spider-Man then pulled Shocker in close, performing a backflip kick that knocked off his helmet and knocked him out. Shocker landed on the ground with a thud as Spider-Man webbed him to the street.

"Now you just take a nice long rest." Spidey told him. "The police will be here soon to take you to a nice, cozy prison cell.

…

Sometime later, the police did arrive to cart Shocker off to prison. During that time, Spider-Man changed back into Peter Parker and found Liz and Gwen taking cover in a closet.

"You two ok?" Peter asked.

"Peter!" Liz let out, hugging him.

Peter was admittedly surprised by the hug, which Liz quickly took notice of as she released him. Gwen skipped the hug and went right to slapping Peter across the face.

"Ok, ow." Peter replied.

"What were you thinking, Peter?!" she demanded.

"I thought… I could try and help." Peter tried to reason.

"Well you could have gotten yourself killed!" Gwen snapped.

"Sorry." Peter responded. "I didn't mean to worry you."

Gwen just sighed, then hugged Peter.

"Don't do that again." she told him.

"Deal." Peter confirmed.

…

That Friday, Liz went in for her make-up test. When she came out, she immediately hunted down Peter.

"I got a B-!" she cheered, throwing her arms around him. "Thank you, Peter!"

"Hehe, happy to help." Peter replied.

The two pull apart and stand in silence for a moment.

"Hey," Flash's voice called out, causing the two to break apart quickly. "You done messing with puny Parker yet? We've got places to go."

"Uh…" Liz replied, pausing for a moment. "Yeah, sure Flash."

She and Flash walked off together, leaving Peter behind in the hallway. Gwen and Harry came up next to him.

"Tough break, Pete." Harry lamented. "Unfortunately we lowly nerds will never truly earn the respect of the elusive cheerleader."

"Yeah." Peter agreed. "But, I tried. She pushed away, sure. But at least she was able to learn something from this. I'd call that a win."

 _I gotta wonder if I was trying to convince Harry or myself. Either way, things between me and Liz wouldn't stop there, and I didn't know it at the time, but there were a few other things being set into motion that day._

…

Back at the hanger, Toomes read the paper about Shockers arrest. He tossed the paper aside in frustration.

"Great." Toomes let out. "They got him."

"Fortunately, he said he operated alone." Mason reassured. "Stole the suit and everything. Nothing to trace him back to us. And we still have the money to modify what we have."

"It's a start to be sure." Toomes agreed, walking over to the tarp covered project. "But we're gonna need a lot more if we're gonna survive."

Toomes then threw off the tarp, revealing the massive metal wings attached to a flight harness underneath.

"And I think it's time Norman Osborn gave us a hand with that."


	3. Reinforcement

It was the dead of night at a local jewelry store. A lone man in a green striped shirt and ski mask walked up to the back door and used a crowbar he had to pry the lock off, allowing him to slip inside undeterred. Once inside, he marveled at the amount of loot before him.

"Aw, man." He let out in awe. "Now this is what I call a big score."

He went over to one of the display cases and used his crowbar to open it up, ready to grab the jewels inside. As he reached for them, a spider web shot onto his hand, attaching it to the case.

"Hey, don't you read the signs?" Spider-Man questioned from the corner of the store. "It says 'Do Not Touch'."

"You?" The man let out. "Don't you have anything better to do?"

"Actually, a few things." Spidey admitted, jumping down from his perch. "But honestly, kicking your hide is so much more fun."

Spidey then pulled him in and kicked him in the face, knocking him into a wall. Spidey then webbed him to the wall and walked over to him.

"And this is where I leave you for the cops." Spidey told him. "Hope prison bars aren't too classy for a common hood like yourself."

"Hey, I ain't just another hood!" The man insisted. "The name is Marko! Flint Marko, and you ain't seen the last of me!"

"Whatever you say pal." Spidey replied dismissively.

…

While all this was going on, neither of them were aware they were being observed on a hidden camera from a secluded office room. A man in a blue suit and an oversized forehead stood in front of a man in shadows sitting at a desk looking over the footage.

"This is all live?" The shadowy man asked.

The man in the blue suit nodded.

"Then I've seen enough." The shadowy man replied. "Bring in the Enforcers."

"Already on their way." The man in the blue suit confirmed.

…

 _Fortunately, this time around, I brought my camera with me when I kicked Marko's butt. Unfortunately, the art of the self portrait was still lost on me at the time._

Back home the next day, Peter managed to develop the photos from his fight with Marko. He sifted through them, dissatisfied by the results.

"Blurry, blurry," Peter noted. "Nice shot of my elbow, or my knee, maybe. And this one would have been perfect, if my arm was too feet longer. No way the Bugle's gonna take these!"

He let out a groan, resisting the urge to throw his camera.

"Why can't I just catch a break..." he muttered.

At that moment, a knock came at his door.

"Peter?" Aunt May called out.

Peter scrambled into his bed, still clad in his spidey-suit. He managed to conceal as much of himself as he could with the covers before Aunt May opened the door.

"You're going to miss your train again." she chastised. "Now hurry up and get ready. Breakfast is on the table."

"Uh, be right there, Aunt May!" Peter promised. "Uh, close the door please?"

"Alright, alright." May relented, closing the door.

Peter let out a sigh of relief as he let the covers sag.

…

After putting his civilian clothes on over his costume, Peter made it downstairs and saw breakfast on the table. With one sniff, Peter was totally entranced.

"Mmmm, smells great Aunt May." Peter told her.

"Thank you Peter." May told him, pecking him on the cheek as he sat down. "You go on and eat. I need to run by the bank."

Upon hearing mention of the bank, Peter's heart sank. It must have shown on his face because May came over and ruffled his hair.

"Don't you fret, Peter." she told him. "Things will work out in the end."

She walked back out the door, with Peter still uncertain.

"I hope so, Aunt May." Peter said to himself. "I hope so."

…

At an abandoned warehouse on the other side of town, the man in the blue suit, designated Hammerhead, lead three other men inside. One was wearing an overcoat and a cowboy hat, one was overly muscular with a mustache, and the last was slightly smaller and wearing a bowler hat.

"I don't suppose our employer will be joining us in person?" The man in the cowboy hat asked.

"You know how it goes, Montana." Hammerhead told him. "No one meets the boss."

Hammerhead then walked over to a table and pressed a button on a phone, dialing up a particular number.

"Enforcers are all here, boss." Hammerhead told the man on the other end.

" _Thank you, Hammerhead."_ The boss replied. " _Gentlemen, I'll get to the point. Over the past few weeks we've had a problem. A masked menace interfering with the intricate nature with which I have operated this city. Last night confirmed the existence of this 'Spider-Man'. If this pest is allowed to continue, he could undo everything I have worked to achieve."_

"And you want the Enforcers to squash this spider?" Montana guessed.

" _By any means necessary."_ The Boss confirmed.

…

At Midtown, Spider-Man swung up to a secluded part of the roof and began changing into his Peter Parker attire. As he did so, he looked out onto the Football field and saw the cheerleading squad running through some routines. He singled out Liz amongst the group, happy that she was allowed to stay on the team.

 _It's funny how things like this play out. A few weeks ago, I kinda paid Liz about as much mind as she did me. Now, we meet at the Coffee Bean every tuesday afternoon for study sessions. Apparently her grades have never been higher and her Mom's impressed with her work ethic. More than that, she no longer looks down on me. One might see this as the start of something… I don't know, more._

…

A few minutes later, Peter managed to get inside the building and was almost immediately alerted by his spider-senses of danger. Unwilling to risk his secret identity, he remained where he was, getting grabbed by the shoulder and slammed into a locker by Flash.

"Alright Parker," Flash spoke up. "I'm warning you to back off Liz."

"Uh, shouldn't that be her decision?" Peter asked.

Flash shoved him against the lockers a second time, eliciting a wince from Peter.

"Liz is my girl, and I won't have some stuck up nerd who thinks he's above everyone turning her into something she's not."

"You mean a decent human being?" Peter proposed. "Pretty sure she already was. Too bad she picked a lousy boyfriend."

That was the final straw. He saw an open locker nearby and shoved Peter into it, slamming it shut.

 _You know, it's times like this when I wish I could just cut loose and show Flash what I could really do. Though if I did that, it would blow any chance of having a secret identity out the window._

After a few minutes, the locker door was opened by an elderly janitor with glasses and a mustache.

"What, again?" the janitor let out, helping Peter out of there. "Kid, you gotta learn to stand up for yourself. Those palookas only have as much power as you give them."

"Yeah… I know." Peter muttered. "Thanks again, Mr. Lee."

"Anytime, kid." Lee replied.

…

Sometime later, Peter was walking down the halls when he heard a very loud argument going on.

"I don't see how it's any of your business what I do after school!" Liz shouted.

"It's my business when my girl decides to pal around with Midtown's champion geek!" Flash threw back.

"That 'geek' has been helping me raise my grades, and frankly he's been paying more attention to me than you ever have!" Liz snapped.

"You barely gave Parker the time of day before!" Flash told her. "Now all of a sudden, you think he's Tony Stark or something?"

"His name is Peter, and I think he's a genuinely nice guy who doesn't deserve to take all the shit you give him!" Liz told him.

"Well if you think he's so special, maybe you should go out with him!" Flash yelled.

"That's the smartest idea you've had ever!" Liz declared. "We're through!"

A loud smack sound was heard, followed by the sound of heels on tile floors. Peter was honestly surprised by the turn of events, but pulled himself out of his shock to catch up with Liz.

"Liz, hey." Peter called out.

She turned to him, looking angry before realizing who it was. Her expression softened as she looked at him.

"Peter, hey." she greeted. "Guess you heard all that."

"Heard it, saw it, and practically felt it, given how intense you two were going at it." Peter answered. "Look, I didn't mean for my helping you to ruin your relationship with Flash."

"To be honest, it was the wake-up call I needed." Liz informed him. "I was always just arm candy to him, someone he chose because of my looks. But with you, I feel like I'm more than how I look."

"You are." Peter told her. "Not that you don't look good. And I don't mean that in a weird way-"

"I think I get it." Liz cut off. "And thanks."

She turned to walk off, then paused.

"We still on for tuesday?" she asked.

Peter smiled in response.

"Wouldn't miss it." Peter confirmed.

…

That tuesday, Spider-Man swung through the city with the biggest smile under his mask.

 _I couldn't believe my luck. Liz Allen had defended me against Flash, and from what I'd overheard, there was potential for a real relationship there. Needless to say, I was feeling pretty invincible… of course, everytime that I felt like I was getting what I wanted, something was bound to go wrong._

As Spidey swung through the city, he had no idea he was being watched by one of Hammerhead's men.

"Target's in range." He reported over radio. "Set it in motion."

As Spider-Man continued swinging, a burglar alarm started blaring from the street. Spider-Man looked down and dropped towards the bank where the alarm was coming from.

"Yeesh, why do the bad guys have to pull these things when I'm in a hurry." Spidey griped, swinging towards the bank. "Maybe I should get a secretary or something."

Spidey swung into the bank, striking a heroic stance only to see there was no one there. He stood up and looked around to see the entire building abandoned.

"Well… this is embarrassing." Spidey said to himself. "I come all this way and there's no one to thwart."

Just then, his spider sense started going off, prompting him to leap into the air, dodging an oncoming desk. He landed on the ground, seeing the muscular man stepping out of the shadows.

"And here I thought this would be a lonely afternoon." Spidey remarked.

Spidey's spider sense went off again, letting him know someone was running up from behind. He backflipped out of the way, but the second man just sprung back and kicked him in the stomach, knocking Spidey into a wall.

"Scrappy little guy, ain't ya?" Spidey quipped, sliding to the ground.

Before Spider-Man could make another move, a rope came out of nowhere and wrapped around him, much to his surprise.

"What the-" Spidey let out before being pulled to his feet.

"And the boss said you'd be a challenge." Montanna remarked, coming out and tugging on the rope. "Gotta say, I expected more."

"Sorry to disappoint." Spidey replied grabbing the rope and pulling hard on it.

This pulled Montana in close, allowing Spider-Man to kick him aside and pull himself free of the lasso.

"So, can we wrap this up?" Spidey asked tossing the rope aside. "Cause I kinda got a date."

"No can do, boy." Montana replied. "Ox, Fancy Dan, show our friend some proper hospitality."

The other two nod as they moved towards him. Ox brought his fists up and tried bringing them down on Spider-Man, but he just web-zipped out of the way.

"Ox? Fancy Dan?" Spidey questioned, landing in front of Fancy Dan and dodging one of his kicks. "I mean, those names may sounds tough on the ranch, but here in New York, they-"

Spidey was cut off by Fancy Dan striking him across the face, knocking him to the ground. Spidey quickly gets up to see Ox standing over him with his fists raised, prompting to leap at and over Ox, dodging his attack. As he dashed through the air, Montana's lasso wrapped around his leg, jerking him to the ground. As Spider-Man got back up, Fancy Dan ran up and kicked Spider-Man right into Ox, allowing him to crush Spider-Man within his arms.

"Look, pal!" Spidey grunted. "If ya needed a breath mint… you just had to ask."

Spider-Man managed to loosen his hands and fired two weblines at Ox's mustache, causing him to grunt in pain and loosen his arms. Spider-Man then sprung off him and tried shooting webs at Fancy Dan, who just dodged and weaved around them. As Spider-Man landed, Fancy Dan ran up and tried swinging at Spidey, but he was able to dodge and block every blow. Sensing Montana to try his lasso again, Spidey leapt up and grabbed, yanking it hard and slinging him at Fancy Dan. with the two on the ground, Spider-Man fired some web at Ox in an attempt to subdue him. To his surprise though, Ox tore right through the web like it was nothing.

"Oh, well… that's not good." Spidey realized.

Spider-Man then tried to leap away, but Ox just grabbed him by the leg and threw him across the room. He tumbled to the ground hard as the three Enforcers closed in around him. He pulled himself up enough to see he was near a staircase, giving him an idea.

"Come on boys," He called out, dashing towards the stairs. "Let's play follow the leader!"

"After him!" Montana yelled, prompting them to give chase.

…

Up on the roof, Montana kicked the door open, allowing the three to enter outside.

"Where'd that varmint get to?" Montana asked as they looked around.

Suddenly, Fancy Dan was hit in the back by a web and pulled into the air. Montana and Ox turned around to see him dangling in the air, tied in a web with Spider-Man next to him.

"Over here, gents." Spidey replied, leaping down towards them.

Montana tried throwing his lasso at him, but Spidey grabbed it, pulled him in close, and kicked him to the ground. Spidey then landed on the edge of the roof, gesturing Ox to come at him. Ox did so, bringing his fist up to try and crush him. Thinking fast, Spidey dove between his legs, shooting a web line at one of them and causing him to trip off the edge. Spider-Man used all his strength to hold Ox in the air, keeping him suspended as he webbed the other end to the building.

"Now, I know you can tear right through that," Spidey told him. "But I wouldn't recommend it."

"Now son, you're making the Enforcers look bad." Montana criticized getting back up. "I can't have that."

Sorry to disappoint pal." Spidey remarked, moving towards him. "But you're just gonna have to-"

Before he could finish, something grabbed him by the arms and hoisted him into the air.

"What the-" Spidey let out as he kept getting higher.

He looked up and saw he was being carried by a man attached to giant metal wings with razor sharp ends, talons on his feet that were holding him, and wearing a helmet that only showed green eerie eyes. Spider-Man was admittedly surprised by this, but kept his cool.

"Thanks for the ride." Spidey replied, webbing him in the face. "But this is my stop."

The man in the wings was disoriented by the web, causing him to release Spider-Man. Spidey then shot a web line at one of his wings and pulled on it, springing up towards him. The man swatted him away with his wings, knocking him towards the ground. He quickly shook his head as he got his bearings again. He tried to shoot a web line to stop his fall, but nothing came out.

"Not good." Spidey let out. "Not good!"

He quickly shot his other web shooter, which fortunately still had some webbing in it as the web line connected to a nearby building. He swung through the air, running along a rooftop as he approached it. His eyes widened as he saw he was swinging right into a wall. He tried to stop himself, but he still hit the wall, causing him to drop down and crash into a dumpster. He managed to pull himself up, a banana peel on his head and one of the lenses in his mask cracked.

"Well… this stinks." Spidey remarked before taking a whiff of himself and lurching back. "Literally."

…

Back on the rooftop, the winged man dropped down and cut Ox and Fancy Dan loose. They along with Montana walked towards him in intrigue and surprise.

"Appreciate the assist, big bird." Montana replied. "But why save us from the bug?"

"Call me the Vulture." He told them. "And it just so happens Spider-Man poses a threat to my line of work."

"We could've handled the pest ourselves." Ox insisted.

"Didn't seem that way to me." Vulture replied. "Although, if you still insist on going after him, I can help."

Montana looked honestly intrigued by this proposition.

"What did you have in mind?"

…

At the Coffee Bean, Liz sat in a booth in the corner, looking over the books in front of her. She stole a glance at the clock, noticing it was almost an hour after their usual meet up time. She let out a sigh and prepared to leave, but that's when Peter came barreling in.

"Peter, where have you-" She started before smelling Peter and covering her nose. "Ugh, what happened? You smell like… like week-old garbage."

"I, uh… got knocked into a trash can by some passing bystander." Peter told her. "Guess he was in a hurry."

Liz gagged.

"Maybe we should postpone this..." she let out, fishing into her purse before grabbing a perfume bottle. "And here. So your aunt doesn't kill you for the smell."

"Uh… thanks." Peter replied, slightly embarrassed.

Liz gathered up her stuff, still looking a bit green.

"Also, just burn your clothes." she told him. "That smell is never coming out."

…

Back at the Parker house, Peter sent his costume through the wash for the sixth time in a desperate attempt to get the smell out. Sadly, it was proving quite tricky.

"I really hoped Liz was wrong about the smell." Peter said to himself. "I worked hard on making that. In fact, I have some ideas for improvements."

 _And boy did I. First of all, a belt with multiple web cartridges for quick refills. Also, new lenses for the mask to replace the cracked ones. More would come down the line, but those would do for now._

…

At an abandoned warehouse, Vulture looked over a guardrail and saw the Enforcers trying out their newest weapons, advanced bio enforcement armor. Montana's was equipped with titanium cables, which he wrapped around a stray support beam and crushed it as he tightened it. Ox's armor enhanced his already impressive strength, allowing him to pick up a massive crate and crush it with his hands. Fancy Dan's suit allowed him to bounce around the room at breakneck speed, allowing him to hit several piles of paint cans, one after another.

"Well, what do you think?" Vulture asked.

"Gotta say, Vulture," Montana admitted, pulling off his suits helmet. "When you deliver, you deliver."

"Glad you approve." Vulture replied. "And while your payments are appreciated, I do have one other request. I wanna be there when you take him down."

"Fine by me." Montana allowed. "Now let's bag us a spider."

…

The next day, Peter and Gwen boarded the bus towards Oscorp, the latter noting a strange fragrance coming from Peter.

"Peter? Are you… wearing perfume?" She asked.

"Uh, it's a long story." Peter answered.

"Right." Gwen replied coyly. "So… you and Liz seem to be getting along well."

"I guess you could say that." Peter admitted. "I must admit, there's more to her than the preppy cheerleader facade she wears."

"Well that's… nice." Gwen let out, trying hard to keep the jealousy out of her voice.

"Still, I did not expect her to up and dump Flash for me." Peter marveled. "That was something else."

"I can imagine." Gwen replied.

…

As he sat in his office, Norman's phone started ringing. He glanced at it, seeing that it was a call from his private physician. He took it and answered it.

"Doctor?" Norman answered.

" _Mr. Osborn, I have your test results from your last appointment."_ The doctor said, his voice professional, but laced with some guilt and sympathy .

"And?" Norman pressed.

" _And… I'm afraid your MRI revealed a rather large brain tumor._ "

"I see…." Norman realized. "I don't suppose there's anything you can do?"

" _No sir..._ " the Doctor lamented. " _It's far too large to be removed, and too close to too many vital parts of your brain. I'm afraid you've got a year, two if you're lucky._ "

"Well… I'd better use that time wisely then." Norman replied.

He hung up, turning towards the door. As he reached for the knob, he noticed that his hand was shaking. He growled slightly before opening the door and exiting the office.

…

In his lab, Dr. Connors was looking over the data from the Cross Species project, hoping that he could find something to help him. He kept going back to the Super Spider, his conversation with Peter several days ago still nagging at him.

"Dr. Connors." Norman spoke out, startling the scientist.

"Mr. Osborn." Dr. Connors let out, looking up from his work. "To what do I owe the honor?"

"I wanted to know if you had any progress with the Cross Species project." Norman replied.

"Funny you should ask." Dr. Connors replied. "I've recently renewed research in the project. Sadly though, it's proven far more difficult than I thought."

"What do you require?" Norman asked.

Connors raised an eyebrow at the question.

"Why the new interest, if I may ask?" Connors questioned.

"Let's just say that I'm curious about the medical wonders it has to offer." Norman replied.

"I see." Connors replied sceptically. "Well, I will keep you updated on any progress I make, or if I find myself in need of equipment or funds."

"Excellent." Norman replied, walking out of the lab. "I look forward to seeing your progress."

As he exited, he bumped into a passing technician, causing him to drop the papers he was carrying. Dr. Connors saw this and went out to try and help.

"Sorry about that, Max." Dr. Connors told him. "Need any help?"

"No, I got it." Max reassured, picking up all his papers. "What's wrong with Mr. Osborn? He looked troubled."

"It would seem so." Dr. Connors replied. "Though I doubt it's anything we have to worry about."

"If you say so, Doc." Max replied. "Gotta work on some specs for the new power grid anyway."

"Best of luck to you." Dr. Connors wished as Max went for the elevator.

The elevator doors opened up, allowing Peter and Gwen to exit as Max entered.

"Glad you two could make it." Dr. Connors told them. "Interesting choice of perfume Gwen."

"Uh, actually that's me." Peter sheepishly admitted. "Met the business end of a dumpster trying to get some pictures of Spider-Man for the Bugle's photo contest."

"I… see." Dr. Connors replied, giving a small nod. "Well, I've found that baking soda and vinegar do wonders for terrible odors. You might try that, especially on anything you may have been wearing at the time."

"I'll give that a shot, thanks." Peter replied.

…

The NYPD Midtown precinct was bustling with cops going back and forth, going about their duties and milling about.

"And by the time I got there, Marko was already webbed up for me and my men." a police officer by name of Jefferson Davis told his superior. "With a note saying-"

"Courtesy of your Friendly Neighborhood Spider-Man." Captain George Stacy assumed. "Eighth one this month."

"The Bugle hit the nail on the head when they labeled him a menace." Davis insisted. "Making the entire force look bad, and leaving these punks beaten up and strung up like pieces of meat."

"The guys clearly trying to make himself out like some kind of hero." Captain Stacy surmised. "Trying to make a difference."

"Then he should take off his mask and take up a badge." Davis insisted. "Nobody is above the law, especially this Spider-Man freak."

"I agree, but focusing on one guy distracts from every other lowlife in the city." Stacy told him. "When Spider-Man's mess becomes too much, we'll deal with him. Until then, we do our job and protect the city."

Davis sighed, shaking his head.

"And what about when the criminal element decides to rise to meet him?" He argued. "I mean, we already had to deal with that Shocker character. Who knows what they'll come up with next."

"We'll deal with it as it comes." Stacy replied. "We can't worry about what's coming at the risk of what's in front of us."

Just then, a loud explosion rang out from the lobby. The two officers bolted towards the source of the explosion and saw the Vulture and the Enforcers making their way inside. Fancy Dan started bouncing back and forth, knocking one officer after another to the ground. Ox just batted away officers before they could get a shot off. Montana tossed one of his cabled around an officer and spins him around into another group of officers. Vulture used his wings to shield himself from the bullets before slashing at some of them. Captain Stacy and Jefferson started shooting at them, but Montana quickly shot out his cables at them, tying them up and allowing him to pull them in close.

"Alright now," Montana spoke up. "Everybody drop your guns, or things are gonna get really messy up in here."

The officers all paused for a second before complying with his request.

"Good." Montana replied. "Now, how does one get in contact with a certain bug around here?"

…

Back at Oscorp, Peter and Gwen were performing their duties around the lab, cleaning and organizing various files and such, while Dr. Connors was examining some lizard DNA in relation to the Cross Species project. With Norman Osborn's insistence on renewing the project, he was more determined than ever to crack the code on this serum. As they went about their work, something out a nearby window caught Gwen's eye.

"What on earth?" Gwen let out, getting the others' attention.

They looked out and saw a massive search light of Spider-Man's face gracing the sky.

"It seems someone wants Spider-Man's attention." Dr. Connors assumed. "What do you think Peter-"

Dr. Connors cut himself off when he saw Peter wasn't there anymore. Gwen took note of this as well, blinking in surprise.

"Where did Peter go?" she wondered.

…

It didn't take long for Peter to change into his Spider-Man suit and swing towards the source of the search light.

"I gotta say, I like the idea of a spidey-signal." He said to himself. "And from the looks of this one it's coming from the police station. Maybe the cops are finally warming up to me."

After some swinging, he finally reached the police station and saw the doors were torn off.

"Well, someone does need my help." He admitted. "It just happens to be the cops. Meaning Gwen's dad could be in trouble."

He leapt down and swung towards the entrance, his spider senses immediately going off. He spun around and saw Ox barreling towards him. He leapt out of the way, only for Fancy Dan to bounce right into him, knocking him back. Before he could make contact with anything, one of Montana's cords wrapped around him, allowing him to to whip Spidey to the ground.

"Knew that light would bring you crawlin." Montana told him.

"Well, you thought right." Spidey let out, grunting in pain. "So, I see you got some new toys."

"Ya got that right." Montana confirmed as Vulture landed next to him. "Thanks to my new friend here, you're lookin at the new and improved Enforcers."

"Right, because the old ones were just terrible." Spidey quipped, getting up and pulling on the cord. Montana was pulled in close and let Spider-Man kick him aside. Vulture tried slicing at him with his claws, but Spider-Man leapt out of the way, landing on a nearby collum. Fancy Dan moved towards him, trying to hit him again, but Spidey leapt off the collum and on the ground in front of Ox. Ox tried slamming his fists down on Spidey, but he quickly rolled out of the way before he could. As he got to his feet though, Fancy Dan bounced into him again, knocking him into the air. Vulture flew up and grabbed Spider-Man by the leg before tossing him up at the ceiling. He collided with it and was about to fall off before slinging a web at it, suspending him in the air.

"These guys are really giving me the go around." Spidey commented. "Gotta think of a way to end this."

He looked down and observed the make of the villains suits. Slowly but surely, a plan was starting to form.

"Dan, why don't you bring the bug on down." Montana suggested.

Fancy Dan nodded as Ox went over and gave him a boost. He tossed Dan into the air towards Spider-Man, who quickly leapt off the roof as Dan made contact.

"You're a regular ball of fun when you're bouncing around." Spidey commented, leaping forward as Dan did, encasing him in a cocoon of web. "But when you're just sailing by, mid air, you're as vulnerable as a fly."

Spider-Man then swung Dan into a wall, knocking him out, before webbing him to it. Spidey then leapt down to deal with Vulture and the remaining two Enforcers. Spider-Man shot two web lines at two columns before backflipping to stretch them out as Ox charged at him. Spidey then shot himself forward and landed on Ox. Before Ox could grab him, Spidey moved to his back and disconnected one of the tubes on his suit before taking out of of his web cartridges.

"May lose some webbing, but it should slow you down." Spidey remarked, dropping the cartridge into the tube.

Spidey leapt off Ox and landed on the ground as webbing the servos in his suit, causing them to overload and encase him in a massive cocoon of webbing. Ox fell to the ground with a thud as Spider-Man stood up. Before he could make a move though, one of Montana's coils wrapped around his neck, strangling him. His second coil wrapped around Spidey's arm, holding him back as Vulture got ready to slice him to pieces. As Vulture raised his wing, some gunshots zoomed past him. The two turned to see Jefferson having reclaimed his weapon and firing at the villains. Vulture managed to use his wings to shield him from the bullets, but one of the shots nailed Montana in the shoulder, allowing him to clutch his wound in pain and give Spider-Man some slack on his coil. Spidey took advantage of this and grabbed the coil holding his arm and yanked hard, pulling Montana towards him and giving him the chance to punch him in the face, knocking him out instantly.

Seeing his colleagues down for the count, Vulture took to the air and flew towards the door.

"Oh, no you don't." Spidey let out, shooting a web at Vultures wing. "Can't have you leaving the party just yet!"

Vulture just jetted forward and out of the building, dragging Spider-Man along with him. Once getting outside, Vulture flew straight up, hoping to slam Spider-Man into a nearby wall. Spidey instead landed feat first on it and stuck as Vulture flew up, allowing him to slingshot up to him and try to punch him. Vulture quickly brought up his wing to block him, but Spidey quickly grabbed the wing and flipped over him, kicking him in the back of the head. Vulture tumbled through the air as Spider-Man shot another web at his wing, allowing him to swing under him and land on the side of the building. Suddenly, sirens began filling the air as more cop cars arrived at the precinct.

"Another time!" Vulture declared, flying off.

Spider-Man tried shooting another web at him, but nothing came out.

"Damn." He let out, watching Vulture get away.

 _I wanted to give chase to the guy, but with no webbing to my name at the moment, couldn't really keep up. Plus despite saving an entire precinct, it didn't seem like the best time to be around when more cops arrived. On the upside though, I was able to web up camera during the fight, so I could snap a few pics to win the Bugle's prize money. Hopefully, it would be enough to explain my disappearance to Gwen and Dr. Connors._

…

Later, the precinct was abuzz with activity. Photos were being taken, entire sections were cordoned off, and EMTs were all over the place trying to help out the injured cops. Captain Stacy sat in the back on an ambulance when Gwen came running up to him.

"Dad!" she cried out.

"Gwen." Captain Stacy replied as Gwen ran up and hugged him.

"I heard about what happened." she told him as she pulled back. "Are you okay? Was anyone killed?"

"I'm fine Gwen." Captain Stacy reassured. "Got a few injured, but thankfully, no one died."

Gwen let out a sigh of relief, then pulled him into another hug.

"Thank God." she said, burying her face in her father's shoulder.

Captain Stacy just held his daughter as the worries and fear of the night slowly washed away.

…

At the Parker residence, Peter finished developing his fight with the Enforcers and the Vulture. Fortunately for Peter, this time the pictures were clear and useable.

"Yes!" Peter cheered. "That prize money is as good as mine. And in addition to helping Aunt May,"

He then picked up a sketch pad with a drawing of a belt with web cartridges on it and a Spider-Man inspired light on the front.

"I could use it for some much needed upgrades." he declared.


	4. Current Developments

_Like most major cities, New York is heavy when it comes to traffic. Seems like everyone here is seconds away from turning into a deranged lunatic and plowing through anything and anyone in their way._

 _What gets me is those who take that literally._

In the streets, a massive truck plowed through traffic in an attempt to evade some police pursuit. As the truck continued tearing its way through the street, Spider-Man swung low towards it.

"Typical." He let out. "Thought I could cut down some time getting to Harry's by web swinging, and wouldn't you know it, some jerk thinks he can rip off some hard working citizens in my city. Well he's got another thing coming."

Spider-Man continued swinging closer to the truck, the two thugs inside took notice.

"Aw man, it's that spider creep!" One of the guys let out.

"Loose him!" The driver told him.

The passenger took out a shotgun and rolled down the window, aiming it at Spider-Man and opening fire on the webslinger.

"Crap!" Spidey let out, dodging the shot.

The thug continued shooting at Spider-Man, only for him to dodge out of the way of each blast. As Spider-Man landed on a nearby wall, he bounced off it and fell close to the street before shooting out another webline to swing off of. He then shot out a strand of web onto the gun, knocking out of his hands as another shot went off, blowing out the tire of another car and making it swerve out of control. Spider-Man saw the car heading for the sidewalk, about to hit some civilians.

"Oh great." Spidey muttered before leaping towards the situation.

…

About the same time this was happening, Max Dillon, an electrical technician at Oscorp, was walking down the street with some papers in his hands. Unfortunately, it seemed that every person on the sidewalk was bumping into him, then ranting at him as if it was his fault. He was pretty sure his arms were going to be permanently bruised by the time he got where he was going. One person bumped into him so hard, he accidentally dropped his papers all across the sidewalk. To add insult to injury, several people stomped on the papers, crushing them and leaving footprints on them.

"Oh come on." Max let out, crouching down and started picking the papers up.

As he worked to clean up his fallen papers, the car with the blown tire came barreling towards him. Before he could move, a webline snatched him in the back and lifted him up. Spider-Man then leapt down and stopped the car, skirting on the ground as it came to a stop. Spider-Man then let out a breath as he knocked on the hood.

"You good in there?" He asked the driver.

A low, pained groan reached his ears. Though semi-conscious, the driver was alive.

"Good." Spider-Man replied before leaping up to Max.

He then detached him from the webline and helped him down.

"You ok?" Spidey asked. "Didn't scare you too badly, did I?"

"N-no." Max let out. "Thanks for saving me."

"Don't mention it." Spider-Man replied before using his web to grab the papers on the ground. "Here, figure these are pretty important, huh Max?"

"I-..." Max started to replied as he took the papers. "How'd you know my name?"

"Uh, your badge." Spider-Man answered, gesturing to his Oscorp badge hanging around his neck.

"Ah." Max replied. "Guess I'm just not used to a guy like you saving a nobody like me."

"Hey," Spider-Man spoke up. "Nobody is a nobody. Everyone is someone important. Never forget that."

Spidey then looked up and saw the truck still driving off.

"Uh, gotta run!" Spidey replied, leaping up and swinging off.

Max watched him go, then looked down at his watch.

"Oh shit, I'm late!" He let out, running off.

…

Meanwhile, Spider-Man managed to catch up to the truck and land on the roof. He then leaned over the side and tapped on the window.

"Excuse me." Spider-Man spoke, getting the two's attention. "I'm afraid you're going more than 45 miles an hour in a no punk zone! I'm gonna have to ask you to pull over!"

Spider-Man then punched the window, shattering it and shot a web at the brakes, causing the truck to swerve around until coming to a stop. The two thugs quickly got out of the truck and tried to make a break for it, only to get their feet instantly webbed up by Spidey. They soon found themselves hanging upside down from a lamp post.

"Now you two stay here and think about what you've done." Spidey told them mockingly. "Your father will have a few words for you when he gets home."

With that, Spider-Man swung off, leaving the two thugs for the police.

…

After a bit more swinging, he finally made it to Harry's place, which was a massive penthouse in the city. Peter managed to remove his web shooters and place them into his book bag as he rode up in the elevator. He was fully ready just as the doors opened, allowing him entry into the Osborn Penthouse apartment and to come face to face with Norman Osborn.

"Peter, so good to see you again." Norman greeted. "Sorry I can't stay, but I have business at the office."

"It's alright, Mr. Osborn." Peter replied. "Harry and I can make busy by ourselves."

"I can't thank you enough for all the help you've given him." Norman told him. "I'm pretty sure he would have had to retake a grade or two if not for you and your tutoring."

"I'm just… happy to do what I can." Peter replied.

"Well, I won't keep you any longer." Norman declared, stepping into the elevator. "See you next time, Peter."

With that, Norman left in the elevator as Peter went to find Harry.

"Hey Harry, you here?!" Peter called out.

"I'm in my room!" Harry called back. "Come on in!"

Peter went inside and found his friend sitting in a sea of notes and open textbooks. From the expression on his face and the number of chewed pens around him, it was clear he was struggling.

"Wow, looks like you've been busy." Peter remarked.

"With the big calculus test on monday, I'm struggling to figure out all this math." Harry admitted. "I can't bomb this test, or my dad will kill me."

"Well then, let's get into it." Peter replied before noting Harry's computer. "Uh, mind if I check my email first?"

"Go for it, man." Harry replied. "Just remember to log out this time."

"Right right." Peter replied, checking his email and noting something. "An e-vite to Midtown's Homecoming Dance?"

"Which would be great if either one of us could actually GET a date." Harry declared, flopping down into his pile of notes.

"Yeah, showing up alone would seem pretty pathetic." Peter agreed before seeing something else. "An email from J. Jonah Jameson… publisher of the Daily Bugle?! 'Dear Mr. Parker, please come in to collect your reward for the Spider-Man photo contest!"

"Dude, you did it!" Harry exclaimed, sitting up and grinning. "Your Aunt's gonna be so happy."

"I know!" Peter replied, barely comprehending it.

Thinking on instinct, he grabbed his bag and began to bolt.

"I'll be back in an hour, two tops!" Peter told him.

"You better, Pete." Harry insisted. "My grade is counting on you."

"I will." Peter reassured, heading out the door. "Review chapters 1-6 until I get back!"

…

At Oscorp, Max scurried through the doors of Dr. Connors' lab, more than a little out of breath. Dr. Connors looked up, giving Max a smile.

"Glad you made it." he called. "Everything alright?"

"Ran into a little trouble on the way." Max replied. "Thankfully, Spider-Man was there to save the day."

Connors flashed a knowing smile, then gestured to Max.

"Well, now that you're here, think you can help me with something?" he asked. "The filter on our eel tank isn't powerful enough to fully combat the increased bioelectricity. Think you can take a look and see what you can do?"

"I'll take a look at it." Max replied, heading over to the tank. "Just give me a second to get myself situated."

"Of course." Dr. Connors replied.

"Gotta say, this thing is impressive." Max commended. "An entire section of the building powered by electric eels."

"The first fruits of our renewed Cross Species research." Dr. Connors responded. "To think that this is just the tip of the iceberg."

"Well, the innovations in clean energy is definitely a plus." Max went on. "Sure it's no Arc Reactor, but still."

"Few things are." Dr. Connors conceded.

Max immediately got to work, breaking out his tool kit to open up the filter. As Max began his work, Norman Osborn walked in, making a beeline for the good doctor.

"Dr. Connors." he greeted. "Anything new to report?"

"Just got started on the eel tank." Dr. Connors relayed.

Norman looked it over, giving a small nod.

"Not bad work." he complimented. "Any luck with your lizard splicing?"

"It's still in the experimental phase." Connors answered. "I promise I'll let you know the second it's ready for human trials."

"See that you do." Norman told him.

Norman walked off, leaving Max and Dr. Connors alone to resume their work. Dr Connors went to his lab table and took a look at one of the vials of lizard DNA under a microscope. As the two continued working, a low sparking rang out from above the tank. The two looked up and saw a loose cables hanging out of the wall next to the tank.

"Looks like one of the connecting cables is busted." Max noted. "Better patch it up."

"Just be careful." Dr. Connors warned. "Those are extremely high voltage wires."

"I got it!" Max insisted, climbing up the steps towards the wire.

He made it to the top step and took out some electrical tape to try and patch up the busted wire. As he worked, he did his best to keep balance on the wet ladder he was using. Unfortunately, as he tried to step down to check on his work, he completely lost his footing. He yelped, trying to grab onto the ladder but it was too late. In a desperate attempt to save himself, he grabbed the wire for support, but only tore it out of its socket as he plunged into the tank. The exposed wire, coupled by the power being put off by the eels, caused a massive surge in electricity that even sparked out of the tank, forcing Dr. Connors to cover himself.

"Max!" He cried out, grabbing a fire axe off the wall.

He swung it at the tank, smashing the glass and spilling the contents. He quickly moved out of the way as gallons of water, eels, and Max himself came spilling out. As Dr Connors ran over to him, he was shocked to see how Max had come out looking.

"Max…" Dr. Connors let out.

…

 _If there's one thing I've learned as my time as Spider-Man, it's that life's never easy. Getting my prize winning pictures for the Bugle surely showed that. Not only did I nearly get killed fighting a trio of local yokels in hightech super suits and some whacko with wings, but just when I head in to collect my reward, Daily Bugle security wouldn't let me use the elevator. Fortunately, Ben and May Parker didn't raise no quitters. Any quitters…. You get it._

Peter scaled up the side of the Daily Bugle's building, careful to keep out of sight of the windows. Once he made it to the appropriate floor, he found a window leading into a broom closet. He slipped inside, letting out a sigh of relief.

 _This broom closet would become a constant scene in my career. Such is the life of a teenage superhero._

Once inside the broom closet, he slowly opened the door and saw the inside of the Daily Bugle newsroom abuzz with activity. People were running around and talking over each other, phones were ringing off the hook, and one voice in particular cut through it all at an almost impossible volume.

"Robbie, where's that layout?!" The voice cried out as the man attached to it, a man in his 50's with a flat top and a small mustache cried out.. "Foswell, I ordered that rewrite 17 seconds ago! Leeds, I'm not paying you to talk on the phone! Brock, get me the photos I asked for or your out! And you!"

That last one was directed right at Peter, much to his surprise.

"Uh, me?" Peter asked for clarification.

"What in the sam hill are you doing here?" He questioned. "I'm running a newspaper, not a daycare center!"

"Um," Peter let out, pulling out his camera. "Actually I'm-"

"Doesn't matter!" the man cut off, grabbing Peter by the shirt and pulling him towards the elevator. "You already wasted 12 seconds of my time, and I don't have 12 more to waste talking."

He then flung Peter into the elevator, causing him to drop his camera on the ground.

"Uh, but-" Peter tried to explain.

Peter didn't get a chance to finish as the elevator doors closed.

"Ms. Brant, where's my coffee?" He called out. "And when's this Parker chump gonna get here?! I emailed him 46 minutes ago."

"Here's the coffee." Ms. Brant spoke up, handing him a cup of coffee. "And it's only been 22 minutes."

"Uh, Boss?" Brock called out, holding up Peters camera. "Hate to be the one to say this, but I think you just kicked Parker out."

"Well don't just stand there, you two!" He cried out. "Get him back here now!"

…

Downstairs, Peter walked awkwardly passed the security guard that had initially denied him entry. Flashing the man a tentative smile, he prepared to walk off before a voice called out to him.

"Hey!" Brock shouted. "Hey Parker!"

Peter turned around to see Brock and Ms. Brant running towards him.

"I think you dropped this." Brock said, handing him his camera.

"My camera!" Peter let out. "Thanks."

"Not a problem." Ms. Brant told him. "I'm Betty Brant, Mr. Jameson's secretary."

"And I'm Eddie Brock, the Bugle's top investigative journalist." Brock introduced.

"Nice to meet you both." Peter replied.

"Sorry about the little snafu up there." Betty told him as they walked back to the elevator. "Mr. Jameson can be a little…"

"I believe the word you're looking for is 'hot-blooded'." Brock offered. "Or 'single-minded'? Maybe 'one rant away from a heart attack'?"

"Pretty sure that's more than one word." Peter commented.

"Hey, I'm just stating the facts." Brock shrugged.

"Here's one for you." Ms. Brant spoke up. "We need to get Peter back into Jameson's office before he had that heart attack."

…

Sometime later, Peter was back in the newsroom and entering Jameson's office.

"Uh, Mr. Jameson?" Peter let out.

"Come on in, Parker." Jameson told him. "Sorry about that. Was expecting someone old enough to have, you know, armpit hair."

Jameson chuckled at his own remark before returning to business.

Here's the thing Parker," Jameson told him. "Newspapers are a dying business. With the internet at everyone's fingertips, it's almost impossible for print to keep up. But now we have something no one else has. Exclusive pictures of Spider-Man! As long as snaps of that pesky bug keep lining the front page, the Bugle will be in business."

"Uh," Peter finally spoke up. "Sorry if I'm assuming things, but… are you offering me a job?"

"What?! Don't be ridiculous!" Jameson threw back. "Not a job. Freelance. Perfect for a kid your age."

"Freelance?" Peter repeated.

"Right." Jameson nodded. "You keep bringing me photos, and the prize money is just the beginning. What do you say, kid? We got a deal?"

"Uh… yeah!" Peter confirmed.

"Great." Jameson responded. "Now if you're quick, you can bring in another set of picture in by deadline. You got two hours."

"Two hours?!" Peter sputtered. "But my friend Harry is waiting for me to-!"

"What, you still here?" Jameson questioned. "Get going! Out! Out!"

Peter quickly made his way out of the office as the door slammed behind him. Brock let out a chuckle, wrapping an arm around Peter.

"That's the media business for you." He said. "It's always go, go, go."

"So I noticed." Peter noted. "How do you guys work for a guy like that?"

"Oh, don't let him fool you." Betty insisted, writing up Peter's prize check. "Mr. Jameson may appear tough, but he's go a soft side. Deep down."

"We talking marianas trench deep, or Dante's ninth circle deep?" Peter asked.

Brock laughed at that, patting Peter on the back.

"Still a work in progress." Brock remarked. "But between you and me, my vote's for Dante's ninth circle."

This time it was Peter's turn to laugh at the joke. Eventually, Ms. Brant handed him his check.

"Here you go." she told him. "And I suggest you get going before Jameson accuses you of 'wasting precious time'."

"Right, see ya guys." Peter replied before taking off.

…

While this was going on, Max had been rushed to the emergency room, Gwen and Dr. Connors accompanying him. He was strapped to a gurney, his entire body sparking with massive amounts of energy. Every electronic in the ER was going haywire, as if reacting to Max's horrifying condition. The doctors struggled to help him, forced to work with insulated gloves to ensure they didn't electrocute themselves.

Gwen and Dr. Connors were waiting outside in the lobby as the doctors did what they could

"Is… is he gonna be ok?" Gwen asked.

"It's… it's too soon to say." Dr. Connors replied.

As they sat and waited, a doctor finally came out, prompting them to stand up.

"How is he?" Gwen questioned.

"He… it be easier for you to see for yourselves." the doctor explained.

Gwen and Dr. Connors looked at each other in concern before following the doctor into an ICU ward. There, they were greeted by the sight of Max. He was wearing a thick black suit that appeared to be heavily insulated. His skin had turned blue, and had lights dancing beneath it as if he were some sort of optical illusion. His hair had burned off, and he had a scowl on his face as he glared as Dr. Connors.

"Hey, Doc." He greeted with a sting in his voice on the word 'Doc'.

"Max..." Connors let out. "I am so sorry."

"Yeah… I bet you are." Max muttered.

"What… what happened to him?" Gwen inquired.

"The accident seemed to have… mutated your friends body." the doctor explained. "It's causing him to generate a constant stream of bio electricity. This insulation suit should protect him… and everyone else."

Dr. Connors turned to Max.

"I promise, I'll find a cure." he swore. "One way or another, you will be normal again. I promise."

"Heh," Max let out, turning away from the Doc. "least you can do, I guess."

"Max, what happened was an accident." Gwen insisted. "It wasn't Dr. Connors' fault."

"Easy for you to say." Max threw back. "All he cares about is his experiments. Trying to push the envelope of science, without any concern about who gets hurt along the way."

Max, you're still recuperating from your ordeal." Dr. Connors insisted. "You have to give yourself time to adapt-"

"Adapt?!" Max repeated furiously, holding his hands up. "Adapt to this?!"

As he vented, electricity began shooting out from his hands, frying the monitors he was hooked up to. Everyone hit the deck as Max got out of bed, lightning dancing in his eyes.

"Screw this!" Max declared. "I'm out of here!"

Max then bolted out of the room, pushing past the doctor and Dr. Connors as he did so.

"Max, wait!" Dr. Connors called out.

…

Once Peter was suited up as Spider-Man, he swung throughout the city and called Harry on his phone.

"Harry, hey." He spoke. "Look, about the study time. I'm gonna be a little later than expected."

" _Seriously?"_ Harry let out. " _You know I've got a lot riding on this exam."_

"I know I know." Peter reassured. "It's just, Jameson sent me out to get some more pictures before deadline, but after that, I'm there. I promise."

Harry sighed in response before speaking again.

" _Alright, fine."_ He relented. " _Just hurry, ok?"_

"Can do." Peter promised. "Be there soon."

With that, Peter hung up and resumed his swinging as Spider-Man.

"So, find some crime to thwart, snap some pics for the Bugle, get yet another check to help Aunt May, and get back in time to study with Harry." Spidey listed off. "How hard can it be?"

…

Meanwhile, Max had managed to find a hoodie, some pants, and a scarf to wear over his suit so he could walk the streets. As he walked through the crowds of people, people continued bumping into and brushing past him like they did before.

"Move it." He let out, feeling his rage beginning to bubble over.

As he brushed past another person, he accidentally made him drop a box he was carrying, causing its contents to spill out onto the ground.

"Hey!" The guy let out. "Watch it!"

Max didn't say anything as he continued walking away, much to the mans irritation.

"Hey!" the man cried out, running up to him. "You can't just-"

As he grabbed him by the shoulder, Max grabbed his hand and accidentally electrocuted him. The man screamed out in pain as volts of electricity surged through him.

Not that far away, Spider-Man was swinging by when he heard the screams of pain.

"Sounds like someone's in trouble." Spidey deduced, swinging towards the source. "Better check it out."

Back down below, Max finally let go and let the man fall to the ground, still reeling from the electricity. Max looked around at the bystanders around him, noting their frightened expressions.

"I… I'm sorry, I-"

Before he could finish, a web snagged him in the back and lifted him off the ground, suspending him in the air.

"Say cheese!" Spidey let out, rigging his camera to snap a picture.

Max winced as the flash of the camera blinded him slightly.

"I gotta say, out of all the thieves I have dealt with, you are the most cooperative." Spidey commended. "However, I feel we can get a better look if we got rid of that ugly thing."

Spidey then webbed the scarf off his face, revealing his electrified blue, glowing skin. Upon being unmasked, he struggled to free himself, sending out several bolts of electricity that severed the webs and knocked Spider-Man to the ground.

"Leave me alone!" He demanded, his eyes sparking as he shouted.

As the weblines were severed, Max started falling to the ground. He held out his hands as he neared the ground, but streams of electricity shot out, cushioning his fall. He touched down softly on the ground, marveling at his newfound talent.

"Whoa…" he let out.

"Hey, sparky!" Spidey called out as he swung onto a nearby wall. "We aren't done here!"

"You're the one who attacked me!" Max reminded, pointing towards him and accidentally shooting a bolt of electricity at him.

Spider-Man quickly dodged it before shooting out a webline to swing on.

"Now now, attack is such an ugly word!" Spidey insisted, kicking him into a pile of boxes.

This really seemed to set Max off as he shot out another bolt of electricity at Spider-Man, this time on purpose. Spider-Man did his best to dodge as he landed in front of an electronics store.

"Alright, you walking electro-conductor." Spidey taunted, webbing some TV's and computers on display. "Time to unplug!"

Spider-Man then whipped the electronics right into Max, causing him to stumble back a bit.

"Stop it." Max insisted as Spider-Man leapt forward. "Stop it!"

As he cried out, a field of electricity emanated from around him, catching Spider-Man in it and causing him to cry out in pain. Seeing this, Max punched Spider-Man in the face, sending him hurling across the street.

"You're just as bad as him!" Max let out. "Saying and doing whatever you have to just so you can get what you want. We'll no more!"

Before he could make another move, the sounds of sirens filled the air. He grumbled under his breath and decided to leave. As Max ran off into the night, Spider-Man slowly pulled himself up, groaning in pain as he did.

"That was… excruciating…" He mustered.

…

The next day at Midtown high, Peter stretched out his aching muscles as he walked towards his locker. As he reached it and began opening it up, Harry walked up to him with a rather irritated expression on his face.

"Dude, where were you last night?" He asked.

"Last night?" Peter repeated before realizing what he meant. "Oh man, last night! Harry, I am so sorry. Things got crazy last night, and I just kinda crashed afterwards."

"You know this test is important to me, man." Harry reminded. "Maybe I should just ask Gwen."

"No, I can help." He insisted. "Tell you what, how about I make up for it tonight? You game?"

Harry sighed in response.

"Alright." Harry agreed. "Just, try not to leave me hanging this time."

"Count on it." Peter promised as Harry went off.

Peter then returned to opening his locker and grabbing some books out of it, only for his arm to start flaring in pain.

"Ow." He muttered. "Man, lightening butt really did a number on me. Next time I see him is gonna be-"

"Pete!" Gwen called out, walking up to him. "Where the heck have you been? I tried to reach you all day, yesterday."

"Sorry, I was held up by with other stuff." Peter explained.

"You mean like selling pictures to the Bugle?" Gwen guessed, holding up a newspaper with a picture of Spider-Man fighting Max.

"Uh, yeah." Peter confirmed. "The Bugle kinda gave me a freelance job,"

"Well I'm happy for you," Gwen told him, lowering the paper. "But you need to know that the thing Spider-Man fought is Max."

"What?!" Peter let out.

"There was an… accident at the lab the other day." Gwen explained. "Max is altered. He's not in his right state of mind."

"Aw man." Peter lamented. "Is… is there anything we can do?"

"I don't know." Gwen admitted. "We can ask Dr. Connors when we come in today."

"Alright." Peter agreed.

…

 _Well, some superhero I've turned out to be. End up deep fried, blew off my best friend because of sheer exhaustion, and worse of all, Max's life is in shambles and not only do I not recognize him, I end up attacking an innocent guy because he looked different. I knew I had to make things right, just wasn't sure how._

Later that day at Oscorp, Peter and Gwen arrived at Dr. Connors lab to try and figure out how they could help Max.

"So how do we cure a guy who's practically become living electricity?" Peter questioned.

"Maybe we could put him back in the tank." Gwen suggested. "Use the bioelectric filter to siphon off his own energy output."

"It wont work, I'm afraid." shot down. "Eels have evolved to survive in an aquatic environment, Max didn't. And with the amount of energy he's putting out…"

"Right." Peter deduced. "Max and water, bad mix."

"Well we need to think of something." Gwen insisted.

"We will Gwen." Curt reassured. "Somehow…"

…

Elsewhere, in an abandoned warehouse, Max touched the door and instantly blew it off, allowing him to walk inside. As he entered, he looked down at his sparking hands, wondering what else he could do. He looked up at the lights above and tried shooting a stream of electricity at them. The second the bolt hit, the lights immediately turned on.

"Not bad…" He let out. "But I'm sure I can do better."

He then turned to a fuse box on the wall behind him, somehow able to sense the power emanating from it. He then walked towards and pulled the panel off before grabbing hold of the cables inside. This caused the lights to flicker on and off as electricity surged through him, much to his delight.

"Oh yeah!" He cried out. "Now this is power!"

He then tore the cables out of the box and whipped then on the ground, sending sparks flying.

"The doc had no idea what he was messin with." Max let out before pondering something. "Then again… he could've… and he'd probably wanna find a way to take away my power."

The thought made him furious, sending sparks flying out of him.

"He won't get the chance!" He declared, firing downwards and sending himself flying through the air.

…

Back at Oscorp, Peter was walking past a table when he saw some papers Dr. Connors was working on. He took a closer look at them and noticed that they were some of his Cross Species equations. He saw that the equations were off, grabbing a pen and making a quick correction.

"Sine, not cosine doc." Peter muttered.

Just then, the lights started flickering on and off, much to Peter's and everyone else's dismay. Dr. Connors came out and watched in uneasiness.

"He's here…" He let out.

At that moment, the doors to the lab were blown open, revealing Max as he walked inside.

"Hey doc." He greeted. "Remember me?"

"Max," Connors responded. "Whatever you want, just let Peter and Gwen leave. They have nothing to do with this."

"You got that right." Max agreed. "Everything that's happened is because of YOU!"

He then shot out a bolt of lightning, forcing Connors to duck.

"Peter! Gwen! Get out of here!" Connors called out.

Peter quickly grabbed Gwen's hand and the two bolted out of the area.

 _I had to get Gwen to safety, but that didn't mean I was gonna leave the doc._

Peter and Gwen managed to get out of the building, but Peter barely stopped before turning back towards it.

"Peter, where are you going?!" Gwen shouted.

"I'm going back to help Dr. Connors." He let out.

"You can't!" Gwen cried out. "Peter!"

Peter didn't have a chance to respond before ducking back inside, grabbing his Spidey-suit out of his backpack.

…

Back with Dr. Connors, he was slowly moving around the lab, trying to reason with Max.

"Max, I understand you're upset." Connors told him. "But I want to help you. We can figure out your condition together."

"There isn't anything to figure out, Doc." Max informed him. "For the first time in my life, nobody's walking over me! Nobody's brushing me under the rug or ignoring me. I'm somebody!"

"Max, you are somebody." Dr. Connors reassured. "And you're someone I want to help."

"Don't you get it?!" Max cried out. "I don't want your help!"

He was about to shoot at him, but a web attached to his hand and pulled it away, causing the blast to hit a wall. Both Max and Dr. Connors turned to see Spider-Man sticking to the wall.

"Hey, guys, come on." He let out, leaping to the ground. "I can sense the frustration, but there's no need to take it out on anyone. Why don't we talk this out peacefully before things get ugly."

"You." Max snarled.

"Hey, Max." Spidey greeted. "You're looking well… sort of."

"Oh, so now you remember me?" Max taunted.

"Yeah…" Spidey let out embarrassed as he walked over to him. "Look, I messed up before, but now I really wanna help. I'm sorry about before, and I'm willing to make up for it."

He then held out his hand for Max to shake.

"If you'll let me." He concluded.

"So, you wanna hold my hand?" Max remarked, taking his hand and shocking him.

Spider-Man cried out in pain as electricity surged through him. Finally, Max let go and Spider-Man dropped to the floor.

"Neither of you get it!" Max insisted. "I don't want a cure! Thanks to these powers, I'm more than Max Dillon. I'm… what'd you call me?"

"Lightning butt?" Spider-Man replied.

"No, the other name." Max corrected. "Call me… Electro!"

Electro then tried blasting at Spider-Man, but he quickly shot out a webline and managed to pull himself to safety. He landed on a nearby table, and quickly leapt off as Electro blasted at him again.

 _Ok, here's a little lesson in dealing with homicidal supervillains 101. Step one, lure the villain away from his designated target._

"Hey Electro!" Spidey called out. "Let's play follow the leader!"

Spider-Man then swung out of the lab, with Electro in hot pursuit. Spider-Man then swung through the hallway with Electro firing one bolt of electricity after another.

 _Naturally, step two would be to subdue your enemy, but how seemed to be another matter. I knew water would have an adverse effect on him, but getting some was not going to be that easy. Then, it hit me._

Spider-Man then veered right, moving towards the lobby of the building. Electro continued his pursuit, actually nailing Spider-Man with a blast and causing him to tumble to the ground.

"That the best you got, webhead?" Electro taunted.

Spider-Man slowly got to his hands and knees, shaking off the blast as he turned to Electro.

"Nice shot 'Max'." Spidey taunted. "Keep it up, and soon people will start thinking you might be more than a second rate supervillain afraid to get his hands dirty."

"First of all, I ain't scared of nothing!" Electro insisted, firing another blast that Spidey dodged. "Second, I'm not second rate nothing!

He fired again, forcing Spider-Man to leap to a nearby reception desk.

"And third, don't call me Max, or I'll fry you into nothing!" Electro declared, shooting at him again.

"Oh sorry 'Max'." Spidey replied, leaping off the desk and towards a nearby wall. "Didn't know it bothered you 'Max'. You really should say something, 'Max'."

"Stop it!" Electro yelled, firing again.

Spidey then leapt off the wall and swung through the air.

"Max, Maxie, Maximilian, Maximum." Spidey listed off, landing higher on a nearby wall.

"Shut up! Shut up! SHUT UP!" Electro yelled, actually shooting electricity from his mouth.

Spidey leapt over the bolt and landed on the ceiling, staring Electro down.

"Figures." Spidey remarked. "You can dish it out, but you can't take it!"

"Take this!" Electro yelled, firing at him once more.

Spider-Man quickly dropped from the ceiling at the bolt hit, nailing the sprinkler system set up there. The water began falling down on Electro and the reaction was almost immediate. He started shorting out and screaming in pain, falling to the ground and trying to cover his head. Finally, a massive surge of energy shot out from his body, knocking Spider-Man back. After colliding with a wall and falling to the ground, Spider-Man pulled himself up to see Electro unconscious on the ground, no doubt passed out from getting shorted out.

"Messy, but effective." he declared.

…

Sometime later, the police arrived to take Electro away. Gwen managed to find Dr. Connors and see that he was ok, with Peter returning a little later.

"Gwen." he called out.

"Peter!" Gwen cried out.

She ran forward and grabbed him, pulling him into a hug. She held on for a few minutes before pulling back, slapping Peter hard across the face.

"What were you thinking?!" she berated.

"I just felt…" Peter tried to reply. "Like I had to do something."

"Don't be too hard on him, Gwen." Dr. Connors told her. "Why I doubt I'd be alive if it weren't for him."

Peter blinked in surprise.

"I… didn't do much." he brushed off.

"Nonsense." Dr. Connor insisted. "You were a real hero, Peter."

Peter's breath hitched at the word hero, but Dr. Connor turned away from him, looking over at Electro. He sighed mournfully.

"Poor Max." He let out. "All I wanted to do was help him."

"You can't blame yourself for this, Dr. Connors." Gwen insisted. "What happened to Max was an accident."

"She's right." Peter concurred. "You did what you could to help him. He's the one who turned you down."

"It's more than that, Peter." Dr. Connors insisted. "Max's safety was my responsibility. I made a commitment, one I must keep."

"Commitment?" Peter repeated. "Oh shoot… I totally forgot..."

…

"You totally blew me off!" Harry accused at school the next day.

"Harry, I am so sorry." Peter pleaded. "Things got really crazy last night and-"

"Save it Pete." Harry cut off before walking off. "I'm tired of excuses. I was counting on you, and now because of you, I'm gonna flunk my test. Hope you enjoyed last night."

Peter was about to chase after him, but decided not to, fearing that he could damage his relationship further.

…

 _So I was batting zero with Harry. That was just something I had to deal with. I did have one victory though, and it was time I put it to use._

At the Parker residence that afternoon, Aunt May was going over the bills when Peter entered the room.

"Hey Aunt May." He greeted. "Everything ok?"

"Fine Peter." She reassured. "Just trying to pay the bills. Or rather, figure out which ones I can hold off paying."

"Then I'd suggest none of them." Peter replied, placing a stack of cash on the table.

"My word…" May let out. "Where did you get this?"

"The Bugle paid me for the photos I took of Spider-Man." Peter answered. "I'm a freelance photographer for now, but that means I've got money coming in, money to help pay the bills."

"Peter, you shouldn't have to worry about that." May insisted. "I'm the one who's supposed to be taking care of you, not the other way around. Besides, you don't even have a proper camera."

"Maybe not," Peter admitted. "But Uncle Ben once told me that a man needs to honor his responsibilities in life, and right now, you're one of mine. Please Aunt May, let me help."

May met his eyes, then let out a sigh.

"Very well." she allowed. "But under one condition. You keep half of your paycheck for yourself."

Peter let out a sigh in defeat.

"Fine." Peter relented. "For you, Aunt May."

May smiled, then stood up and pulled him into a hug.

…

Back at Oscorp, Dr. Connors went through his lab, seeing what could be salvaged from Electro's attack. As he cleaned off his desk, he spotted the papers Peter had corrected. As he looked over the modified formula, he couldn't help but sprout a proud smile upon his face.


	5. Natural Selection

Dr. Connors worked tirelessly in his lab, bent over a microscope and several sheets of calculations. At the top of the pile was a pair of slightly charred papers with two different handwritings on it. He knew that the answers he had been looking for were hidden within the two sheets of paper before him.

"Alright Peter, show me what I want to see."

He then took a chemical solution residing in a beaker and poured it into a larger container. Dr. Connors then put the container into a special machine that quickly mixed the contents. The machine then poured the contents out as one green liquid into a waiting syringe. Dr. Connors took it and moved over to a small cage where a three legged mouse was scurrying around.

"Well now, Freddie," Dr. Connors let out. "Let's see if we can finally help you."

Dr. Connors then injected the serum into Freddie, scooping it up afterwards and gently depositing the mouse back into his pen. After a few seconds, the mouse began to squeak in pain, contorting and writing.

"Come on…" Dr Connors let out.

After several agonizing minutes of screeching, something began to poke out of the stump where Freddie's missing leg was supposed to be. It stretched and grew until it became a full fledge limp, Freddie finally settling down before licking his new appendage. Dr. Connors lurched back in amazement.

"It works…" He let out before heading to his phone. "Martha, tell Mr. Osborn I need to see him immediately."

…

In Norman Osborn's office, Dr. Connors was informing him about his latest breakthrough.

"This is remarkable Curt." Norman commended. "You must be so proud."

"And excited." Dr. Connors added. "This is a massive breakthrough."

"How soon do you think you can begin human trials?" Norman asked.

"Human trials?" Dr. Connors questioned. "Mr. Osborn, I only just now got the process to work. I'm still unsure of any potential side effects. I still need to run a few more tests before going through with human trials."

"I understand that Curt but time is not something I have an abundance of these days." Norman insisted.

Dr. Connors looked confused at this revelation.

"What do you mean?" he asked.

Norman took a breath before responding.

"What I'm about to tell you does not leave this room, understood?"

"Of course," Dr. Connors agreed. "What is it?"

"Norman hesitated a moment longer, then his fists clenched.

"I have a brain tumor, one that's going to kill me in a year." he explained. "And that's if I'm lucky."

"My god…" Dr. Connors let out. "No wonder you pushed for the research to resume."

"This project is my only chance." Norman admitted. "You quite literally hold my life in your hands."

Dr. Connors paused for a moment, considering everything that had been revealed, and at stake.

"I'll do it." Dr. Connors relented.

Norman let out a breath he hadn't realized he'd been holding.

"Thank you." he said, placing a hand on Dr. Connor's shoulder. "I look forward to seeing the results."

…

That night, Spider-Man swung through the city, his mind a million miles away.

"Does Dr. Connors seriously know who I am?" He mulled. "And if so, what do I do about it?"

 _A question that would bother me for awhile. Secret identities suck, especially when someone figures it out. Of course, my identity crisis wasn't my only problem._

Just then, an alarm started sounding, prompting him into action.

"Alright New York, what have you got for me, tonight." Spidey mused.

He was greeted by a group of thugs holding up a local convenience store at gunpoint.

"Alright, hand over all the money in the register!" the first thug ordered.

The cashier complied, not wanting to get hurt. Once the cash register was emptied, the thugs made their way out of the store, only for two of them to get webbed into the air. The other two turned to see their friends suspended from a street light, unaware of Spider-Man lowering himself behind them.

"I know I don't have much experience when it comes to modern art, but I think it looks pretty good." Spidey mused, getting their attention.

"Spider-Man!" the first thug let out, aiming his gun at him.

Spider-Man quickly webbed it out of his hands before tying him up in a cocoon of web. The last one tried to run, but Spider-Man just webbed his foot to the ground, causing him to fall on his face and knock himself out.

"How's that for embarrassing." Spidey remarked, webbing over the bag of money. "You go mano y mano with Spider-Man and it's the sidewalk that gets ya."

He then tosses the cash to the cashier before swinging off.

"You can go ahead and call the cops now!" He called back.

Spider-Man then swung over to where he set up his camera and reclaimed it.

"Alright, now to develop the photos, get to the Bugle, collect my money, and keep a roof over me and Aunt May's heads for a while longer." Spidey listed off.

…

"What do you mean no one will volunteer?" Dr. Connors asked his wife, Martha, at home.

"I'm sorry Curt, but no one is willing to try such an experimental treatment." she explained. "The risks are too great."

"I understand that, but we are standing at the precipice of a new age of scientific progress." Dr. Connors insisted.

"I'm sorry, Curt." She told him. "But it's just not going to happen right now."

Curt sighed in defeat.

"I suppose you're right." Curt replied. "I need to take care of a few things in the study. Think you can get Billy to bed?"

"Sure." She replied, kissing him on the cheek. "Don't work too late."

She then walked off towards Billy's room as Curt walked towards the study. He pulled out a vial of lizard serum out of his coat, considering what to do with it. As his mind wandered, he came to one inescapable and potentially dangerous idea.

…

In the study, he set up a camera in front of a desk and pressed record, taking a few steps back

"This is Dr. Curt Connors." He addressed, looking at his watch. "The time is 9:52 PM."

He then walked over to his desk and sat down, pulling out the serum and placing it on the table.

"After many years of trial and error, the Cross Species project has finally yielded results." He continued. "My lizard serum is complete and ready for human trials. Unfortunately, willing volunteers have yet to step forward. But this project is too important to wait for those willing to take a chance, so I have decided to test the serum myself."

He looked down at his stub arm in contemplation before steeling his resolve.

"I understand there are risks, but if this serum works, it could mean that cases like mine could become a distant memory." Curt continued. "This could help heal the world. But should the unthinkable come to pass… Martha if you're seeing this, know that I love you and Billy more than anything."

Curt then took a breath and reached for the vial. He took it and injected the serum into his stump. Almost immediately, he felt a burning pain radiate throughout his entire body. He grunted in pain as he clenched his stub.

"Something's… happening…" He let out.

He then cried out in pain as he fell to the floor, clutching his stump of an arm as everything goes black.

…

At the Daily Bugle, Peter walked out of the elevator and through the newsroom towards Jameson's office.

"Hey, Betty." Peter greeted. "Is Mr. Jameson here?"

"He's in his office." she replied. "More photos?"

"You know it." Peter confirmed.

"Excellent." She commended.

"More Spidey photos from my new favorite photographer." Eddie Brock announced, throwing an arm around Peter. "You have got to tell me your secret, kid."

"Uh, just right place, right time, I guess." Peter replied. "Besides, aren't you worried about the competition?"

"Eh, I consider it motivation to step up my game." Brock remarked. "Can't have some kid with an antique camera have me on the ropes forever. Where'd you even get that thing, the 1800s?

"It was my uncle's." Peter explained. "I think my dad got it for him at a pawn shop somewhere."

"Well, if you're gonna get far in the newspaper business, you need to get a better quality camera." Eddie insisted.

"Yeah, I kinda figured as much." Peter admitted. "I'm saving up. It's slow going."

"Maybe you could ask your parents for a little help." Eddie suggested.

Peter winced.

"I… can't." he admitted. "My parents died in a plane crash when I was little."

"Ah… sorry." Eddie replied. "If it's any consolation, my folks died the same way."

"Really?" Peter responded.

"Yeah." Eddie confirmed. "Since then, I bounced around from foster home to foster home."

"I was raised by my aunt and uncle." Peter went on. "Though now it's just my Aunt May."

"At least you got somebody looking out for you." Eddie told him. "Not everyone can-"

"Parker! My office! Now!" Jameson called out.

"And moment ruined." Eddie lamented. "Better get moving, kid. He sounds angrier than usual."

"How can you tell?" Peter remarked, entering his office.

"Give it time, you'll figure it out." Eddie informed him.

"Alright Parker, what've you got for me this time?" Jameson asked.

"See for yourself." Peter replied, showing him the photos.

Jameson picked them up and shuffled through them.

"Crap, crap, mega crap," He commented. "This can't be the best you can do?"

"Well, if you don't want them…" Peter began.

"Hey now, we had a deal!" Jameson reminded. "I'm not about to back out on that. I'll pay you the usual rate, but you need to step it up, Parker!"

"Understood." Peter replied. "I'm already in the process of saving up for a new camera."

 _Said process started two minutes ago, but he didn't need to know that._

"Then what are you standing around for?!" Jameson let out. "Get going!"

Peter held up his hands in defense before backing out of the office.

…

Back at the Connors residence, Martha went to check on Curt in the study, only to find Curt passed out on the floor.

"Curt!" She let out, running over to him. "Curt, wake up!"

Curt let out a groan as he slowly woke up.

"Martha…" He grunted.

"What happened?" She asked before noting something. "What is that?"

Curt looked at where his stub used to be and saw a bulbous, green cocoon extending from his stub to form a crude looking arm. Curt began tearing at the cocoon, pulling off piece after piece. Finally, he managed to tear it fully off, revealing a brand new, fully functioning arm. He was in awe of seeing his new appendage, as was Martha. Instinctively, he placed his new arm on her cheek, hardly believing what was happening.

"I… I feel you." He realized.

They both broke out into ecstatic laughter as he picked her up and swung her around. They both embraced, happy about the change and relishing in the experiences they'd both missed out on.

"I can't believe it." Curt let out. "It worked!"

"Worked…?" Martha repeated before realizing what he meant. "Curt, tell me you didn't use that lizard formula on yourself."

"I thought it the only option." Curt admitted. "But look at the results! Think what this could mean for everyone. For the world."

The two were interrupted by a yawing coming from the doorway. They both turned to see Billy standing there rubbing his eyes.

"Dad?" He called out. "What's going on? It's so noisy."

Curt instinctively sprang up and ran over to Billy, hoisting him into the air.

"Billy!" Curt proclaimed.

"Whoa!" Billy let out in astonishment. "Dad, your arm!"

"It's a miracle." Curt told him.

"It really is." Martha agreed, walking over to him.

…

The next day, Peter and Gwen arrived at Oscorp to report for Dr. Connors, only to find the lab empty.

"Where's Dr. Connors?" Gwen asked.

"Think he may be out today?" Peter suggested.

"Peter! Gwen!" Curt called out.

The two turned to see Dr. Connors coming in, with Martha and Billy behind him, wheeling in a cake on a cart.

"Just in time to celebrate." Curt shared.

"Ooh, cake." Gwen noted.

"Chocolate." Martha and Billy said at the same time.

"So, what are we celebra-" Peter asked as he shook Curt's hand, only to realize what hand he was shaking. "Doc your…. Your hand. Your right hand!"

"I have you to thank for it, Peter." Curt admitted. "Your corrections on my formula finally helped me figure out what I was doing wrong."

"Just… happy to help, Doc." Peter replied.

"You did more than that." Curt told him. "With this serum, you and I are going to save countless lives. Now come, let's celebrate."

…

The next few hours were spent just having fun and celebrating. They ordered a pizza and dug into the cake. Eventually, Peter and Curt were engaged in an arm wrestling contest. Even holding back his spider strength, Peter managed to win out.

"Yes!" He cheered before realizing what he had done. "Sorry Doc. I didn't mean to-"  
"Are you joking?" Curt replied. "I've never been more happy to lose at arm wrestling."

"Gotta say Doc, this lizard formula is a winner." Peter commended. "We can heal any wound, any injury. We could be looking at the greatest medical innovation of all time."

"Slow down there, Peter." Martha told him, walking behind Curt. "I appreciate your help, but I still have my reservations about Curt using himself as a guinea-"

She was cut off at the sight of something on the back of Curt's neck. Her face went emotionless, then she turned to her son.

"Billy, I think you dad downloaded that new computer game you like on his office computer." she told him. "Why don't you go play for awhile?"

"Alright!" Billy exclaimed. "Thanks, dad!"

"If you're gonna crank the volume, shut the door!" Martha called out.

The door shut, and the second it did, Martha turned to Curt.

"Take off your coat." she told him, her tone leaving no room for argument.

"What?" Curt replied. "Martha, I-"

"Now." She insisted.

Curt finally obliged and took his coat off. Gwen and Peter watched as they saw what Martha saw. Small scales growing on Curts neck. The sight made everyone gasp as Curt turned towards them.

"What?" He asked.

…

"The reptilian DNA in your system is growing exponentially." Martha realized. "It won't be long before it completely overwrites your human DNA, making you more lizard than human."

As Curt was writing out equations on a piece of paper, he faltered and the pencil snapped.

"You're right…" Curt let out. "The change… I can feel myself… regressing…"

Martha went to his side, trying to calm him down.

"Martha, you need to get Billy out of here." Curt told her. "If I lose control…"

"I'm not leaving you Curt." She told him.

"This doesn't look good." Peter admitted, looking at Curt's DNA under a microscope. "The lizard cells are replicating faster than I can knock em out. Guess I did a little too good a job on that formula."

Gwen pondered for a moment before coming up with an idea.

"Wait, what if we worked from the other end." She suggested. "Use a human gene to filter out the lizard genes."

"Hey, yeah." Peter realized. "Like the noise filter on a cellphone. That could work."

"Yes…" Curt agreed. "A sort of… gene cleanser… a formula to eradicate all non human DNA."

"Including lizard." Martha finished.

 _Or spider._

"My notes…" Curt shared. "They should have what we need."

Gwen immediately went over to Curt's desk and getting his notes. Peter was about to join her when Curt pulled him aside.

"Peter listen to me." He said in a hushed tone. "I know who you are, and I need you to promise me something."

Peter was surprised by the frankness by Curt, but he obliged.

"What?" Peter asked.

"No matter what happens next, do not let me hurt my family." He begged. "If I lose myself, if this gene cleanser fails, protect Martha and Billy. Please…"

"You have my word." Peter promised.

He then noticed the door to Curt's office open, and Billy poking his head out. Billy quickly retreated back inside the office and sat back at the computer as Peter walked in.

"Hey Billy." Peter said. "How… much of that did you hear?"

"I don't wanna talk about it." Billy replied.

"Ok, what do you wanna talk about?" Peter asked.

Billy paused for a moment, before looking down in sorrow.

"I read once that lizards can lay hundreds of eggs and never see them hatch." Billy told him. "Some of their babies even get eaten by predators and don't even care… cause they got lizard brains."

"Billy," Peter spoke, placing a hand on his shoulder. "Your dad is always gonna care about you."

"... even if he turns into a monster?" Billy asked.

Just then, the sound of Curt crying out in pain got both of their attentions. Peter came out just as Curt's hands turned into scaly claws and his skin began turning green.

"Doc…" He let out.

"I've made… a terrible… mistake…" Curt mustered.

He cried out in pain again as his size began growing, tearing at the sleeves of his coat and the legs of his pants. A tail suddenly sprung out from his back and his face began elongating, sprouting sharp teeth from his mouth. He roared, his eyes turning yellow as he looked around in feral madness. The three of them looked at the transformed man in fear and trepidation what lied before them.

 _I saw it, but to this day, I still barely believe it. What was once a great scientist and a good man, was now a feral Lizard, nothing short of a monster._

"Curt…" Martha let out, walking towards him. "Do you recognize me? It's Martha."

Lizard turned to her, sniffing her slightly. He then hissed, and Peter's spidey senses went haywire. On instinct, he moved to intercept the Lizard, only to get smacked away by his tail. The Lizard then leapt out a nearby window, falling towards the streets below. Peter picked himself up, grabbing his backpack.

"You two keep working on the gene cleanser." he told them. "I'll trail the doc and keep tabs on him!"

"Peter!" Gwen called out as he ran off. "Be careful…"

…

Once Peter was out of Oscorp, Peter ducked into an alleyway and webbed his backpack to a wall before shedding his civilian clothes, revealing his Spider-Man suit underneath. After slipping on his web shooters and mask, he ran up an oncoming wall and leapt off the edge, swinging through the air.

"Alright then," Spidey pondered. "If I were a six foot lizard instead of a five foot spider, where would I be?"

Spidey then looked down and saw a large trail of destruction leading towards a subway entrance.

"Duh, underground." Spidey let out, conking himself on the head before jumping down into the subway.

…

Down below, an oncoming train pulled up into the station and several passengers were getting off, including Eddie Brock. As he got off though, he saw the Lizard barreling through several people, even pinning one to the ground. As he was about to take a bite out of her, Spider-Man came swinging in and kicked the Lizard aside.

"Sorry, no eating in the subway." Spidey remarked.

The Lizard crashed into some turnstiles, prompting Eddie to push some nearby civilians out of the way. After getting back to his feet, Lizard grabbed one of the turnstiles and threw it at Spider-Man. Spidey caught it with his webs, dropping it before shooting some webs at Lizard, trying to pin him down.

"Alright Doc," Spidey spoke, landing in front of him. "We need to get you back to the lab. Dr. Connors, are you in there?"

Lizard then managed to tear out of the web. Spider-Man held out an arm in defense, but the Lizard just bit down on it, causing him to cry out in pain. He kicked Lizard on instinct, forcing him to let go. Spider-Man had deep, bleeding marks on his arm, but was otherwise unharmed.

"Ok… ow." Spidey grunted, webbing his arm up. "Gonna chock that up to the Lizard, Doc. I won't hold it against you."

Lizard then sprang forward, tackling Spider-Man onto the tracks. As they struggled, Spider-Man noted they were getting dangerously close to the third rail. Spider-Man mustered all his strength to keep from touching it. Just then, the sound of an oncoming train altered them and forced them to move. Lizard darted to the side as Spider-Man leapt to the ceiling. Spider-Man looked down and saw Lizard leap onto the subway, prompting him to drop down.

Seeing what was happening, Eddie went for the ticket stand as fast as he could.

"Hey, that train Spider-Man and that lizard creature leapt onto." Eddie rushed out. "Where's it heading?"

"Next stops the Manhattan Zoo." the ticket lady answered.

"Thanks." Eddie replied before heading topside. "Taxi!"

…

On top of the train, Spider-Man faced down his reptilian adversary.

"Come on, Doc." Spider-Man pleaded. "You gotta work with me."

Lizard just leapt forward, prompting Spider-Man to drop to his back and vault Lizard overhead. Lizard tumbled onto the train, allowing Spider-Man to tackle him. Lizard then promptly used his tail to bash him in the back, causing him to let go. As Spider-Man dropped to the ground, Lizard tried biting at him again, but this time, Spider-Man grabbed his jaw and held him back.

"Ugh, can you say halitosis?" Spidey remarked.

Lizard responded by smashing him repeatedly with his fists until he crashed through the ceiling into the train itself. Spidey held his head in pain as Lizard stared him down. As he leapt towards him, Spider-Man tackled him through a nearby window and onto the side of the train.

"Had enough?" Spidey challenged.

Lizard replied by slapping him across the face with his tail. The impact knocked him off the train and forced him to collide with the subway walls. This impact caused Spider-Man to tumble onto the ground fiercely, making him land with a groan of pain.

"Guess not…" Spidey let out.

…

Back at Oscorp, Martha and Gwen continued their work on the gene cleanser serum. Martha poured the last of the contents into a vial, causing the solution to turn a bright green.

"That should do it." Gwen noted. "Right?"

"It should." Martha replied. "But there's only one way to find out. And since Curt's… hide is so thick, we'll have to get him to drink it."

"How do we do that?" Gwen wondered.

"Maybe by asking for help from a guy in a spider themed onesie." Spider-Man remarked, rappelling upside down from the ceiling.

"Spider-Man!" The two let out.

"I get that reaction a lot." Spidey replied.

"How's you know to come here?" Gwen asked.

"Peter called me." Spidey quickly supplied. "He wanted me to collect the cleanser while he kept an eye on your friend."

"Is he alright?" Gwen asked.

"He's fine." Spidey reassured. "He's just watching and staying a safe distance."

He then webbed the vial from the table into his hands.

"Don't worry, he and your friend will be fine." Spider-Man promised before taking off.

"What do we do now?" Gwen asked. "Just wait and hope for the best?"

"At the moment… that's all we can do." Martha replied.

…

At the Manhattan Zoo, Spider-Man swung over the gate and landed on a lamppost, looking for any sign of the Lizard.

"Alright, where would be the best place to look for a giant lizard man in a place like this?" Spider-Man pondered. "Duh, the reptile house."

Spider-Man then took off for that very area, unaware of the intrepid Bugel reporter, who had managed to sneak inside.

"Gotta find out what the deal is with that lizard thing." Brock said to himself.

He continued making his way through the zoo, following close behind Spider-Man.

…

Outside the reptile house, Spider-Man landed in front of the entrance.

"Well… this is it." Spidey muttered.

Spider-Man then shot out a web and swung inside, clinging to the walls and crawling through the building.

"Phew, it's like a sauna in here." Spidey commented. "Starting to think the full body suit was a bad idea."

 _All joking aside, I was feeling pretty uneasy. Trouble was, I didn't know what bothered me more, that my friend was transformed into a mindless monster, or that I was responsible for it. If I hadn't given him that equation, none of this would be happening. Whatever happens to the Doc next, would be on my head. Unfortunately, I didn't have long to dwell on 'What ifs'._

Spider-Man then dropped down from the wall and landed in front of a large pool of water.

"I am really hoping you're not in there, Doc." Spidey let out. "A late night swim isn't what I had in mind… unless it was with Liz."

Just then, a tail slowly crept its way out of the water towards Spider-Man's ankle. His spider sense went off to warn him, but he was too late to react. The tail wrapped around his ankle and pulled him into the water. As Spider-Man became submerged, the Lizard grabbed him and dragged him down into the water. Spider-Man struggled to break free, despite the Lizard's impressive strength. Finally, Spider-Man managed to get a leg up and kick the Lizard in the face before making a break for the surface. The Lizard wasted no time giving chase towards Spider-Man, quickly swimming after him. Spider-Man tried shooting a web at him, but the web barely made it a few feet. It also began dissolving almost instantly, becoming nothing more than useless gunk. The Lizard then grabbed Spider-Man again and dragged him to the bottom of the pool. Running out of oxygen quickly, Spider-Man slowly began slipping into unconsciousness. Just then, a passing alligator rammed itself into the Lizard, prompting it to retaliate. Lizard dropped Spider-Man and attacked the alligator, prompting the hero to rise to the surface. There, he would've drowned if a set of human hands didn't pull him out of the water and lay him on the shore. Spidey coughed up some water, even raising his mask to his nose so he could expel the suffocating liquids, and sat up slowly. He looked over to see Eddie Brock standing over him.

"You alright?" Eddie asked.

"Yeah." Spider-Man replied, being careful with his voice so Eddie wouldn't recognize him. "What are you doing here, anyway?"

"I'm a journalist." Eddie told him. "When a giant lizard decides to tear apart the city, I wanna know what's up."

"Well, I wouldn't bother." Spider-Man replied, pulling his mask down. "That thing is just some mindless monster.

"Maybe, or maybe not." Eddie remarked, holding up an ID badge. "Why would a mindless monster drop an Oscorp ID badge off it's lab coat?"

Spider-Man went wide eyed at the sight.

"Says it belongs to a Dr. Curt Connors." Eddie explained. "I read once that he's some kind of genetics expert."

"So you think he created that monster?" Spider-Man asked.

"Or worse, he is that thing." Eddie surmised. "Best guess, one of his experiments went wrong and he mutated himself. Heh, reminds me of what I heard about that Hulk creature out in Nevada."

As Eddie turned to leave, Spider-Man got up and grabbed his arm.

"Where are you going?" Spider-Man asked.

"To do my job and get to the bottom of this." Eddie answered. "Whatever this thing is, it's dangerous and needs to be stopped."

"No argument there," Spidey agreed. "But you stand the risk of sending a good man to prison for something that for all you know could be an accident."

"Sorry, but that's how the world works." Eddie reasoned. "Sometimes, you gotta do what's right, no matter how hard it is."

"Believe me, I know." Spidey muttered as Eddie ran off.

He didn't get far before a web connected with his back and pulled him upwards. As he dangled in the air, he turned towards Spider-Man as he stuck to the ceiling.

"Hey, you can't do this!" Eddie cried out.

"I kinda just did." Spidey remarked. "Sorry, but I can't let you ruin Connors' life. Don't worry, this should dissolve in about an hour or so."

He shot off as Eddie continued to struggle.

"Come back here!" he demanded. "Let me down!"

"It's a good thing he likes Peter Parker," Spidey said to himself as he landed in front of the pool where Lizard was. "Cause he's gonna hate Spider-Man for a long time after this."

He looked on and saw the Lizard still fighting with the alligator in the pool, much to his annoyance.

"Looks like the docs not in a medicine taking mood." Spidey noted. "Especially since he's preoccupied with his playmate in the heated pool."

Just then, an idea popped into his head.

"Hey… that's it!" He proclaimed, taking off.

 _Lizards are an endothermic species with no way of controlling their temperature. In warmer climates, they're as happy as can be. However, put them in a cold environment like, shall we say, a polar bear exhibit? They get sluggish and slow, just what this spider wants._

…

Spider-Man managed to find the polar bear exhibit with relative ease, and to his luck, the polar bears were tucked in their caves.

"Step one," He let out as he leapt down into the exhibit. "Make sure the polar bears don't take a late night swim.

He then webbed up the cave entrances to make sure it was just him and the Lizard.

"Step two," Spider-Man said, dreading what was coming next. "Lure the doc here so I can knock him into the pool. Fun."

Spider-Man then leapt out of the exhibit and swung towards where the Lizard was.

…

Inside the reptile house, the Lizard came out victorious over the alligator and prepared to devour his quarry. Before he could though, he was struck in the back by a small web ball. He turned to see Spider-Man leaning on the frame of the entrance.

"What's up doc?" Spidey taunted. "Up for a game of follow the leader?"

The Lizard just roared in response, leaping towards him. Spider-Man quickly backflipped out of the way before the Lizard could strike.

"Guess so." Spidey remarked, swinging off.

The Lizard maintained his pursuit, unaware of Spider-Man's plan. Once they got closer to the polar bear exhibit, Spider-Man quickly hid himself as the Lizard rounded a corner. As the Lizard looked around for Spider-Man, the web slinger readied himself to pounce.

"Alright, only got one shot at this." He let out before springing forward.

Unfortunately, as Spider-Man soared towards him, his cell phone started ringing. The Lizard heard this and spun around, swinging his tail at him and knocking him to the ground. As Spider-Man tried picking himself up, the Lizard grabbed him by the neck and lifter him into the air. The Lizard then opened his jaws, ready to finish him off. Seeing no other option, Spider-Man pulled off his mask, exposing his face.

"Dr. Connors...it's me… Peter." He pleaded. "Remember who you are."

This move gave the Lizard pause. For a brief moment, Lizard's eyes cleared, becoming human for just a few short seconds. This was long enough for Peter to free himself from his grip and leapt backwards into the exhibit, shooting out two weblines that attached to the Lizard and pulled him in along with him. The two splashed down in the water, with the Lizard slowly pulling himself up. Peter surfaced too, gasping for air as the Lizard came towards him. Peter quickly leapt over him and webbed a nearby rock, swinging it around hitting him in the face. With the Lizard disoriented, Peter leapt onto his back, webbing his arms together so he couldn't attack again. He tried slamming his tail on him, but Peter quickly grabbed it with one hand as he used his free one to take out the gene cleanser vial and pop the cork off.

"Alright doc, down the hatch!" Peter declared, shoving the vial down his throat.

The Lizard finally managed to tear his arms free and grabbed Peter, throwing him towards the shore. As Peter landed, he looked down at the vial and saw that it was empty. He held out hope as he got up and the Lizard started moving towards him. As he did though, the Lizard cried out in pain. His size was slowly reducing as he clawed at his face. As he opened his eyes, they were no longer reptile slits, but human pupils again, causing Peter to smile in triumph.

"Yes!" Peter cheered. "Thank you, Gwen Stacy."

The Lizard's tail retracted into his body as his right arm did the same. The reptile scales were slowly transforming back into human skin and his long snout shrunk back into a human face. Now fully human, Curt collapsed in weariness as Peter moved to catch him.

"Take it easy doc." Peter told him. "The nightmares over."

…

Back at Oscorp, Gwen and Martha were waiting anxiously for any word on Doc Connors. Suddenly, the doors opened up and Peter (having changed back into civilian clothes) led a semi-conscious and thoroughly exhausted Dr. Connors inside.

"Look who I found." Peter declared.

"Curt!" Martha exclaimed, running over and hugging him.

He held her tightly, his single arm gripping onto her coat.

"Martha..." he let out. "Seems I only have one arm to hold you with."

"That's always been enough for me." Martha told him.

Hearing his dad's name called, Billy peaked out of the office and saw that he was human once again. His face lit up and he came running out.

"Daddy!" He cried out.

"Billy!" Curt exclaimed, kneeling down and hugging him.

"Dad, I was so scared." Billy let out. "I thought you'd forget about me."

"Never." Curt reassured.

Gwen ran over to Peter, pulling him into a hug. When he winced, she pulled back, seeing the bite on his arm.

"Peter, are you okay?" she asked. "What happened?"

"Spidey needed help getting the cleanser into the doc." Peter lied. "I got sloppy."

"Peter, I love your need to help," Gwen told him, "but you could've gotten killed."

"I know," Peter replied. "But I felt… responsible."

"What happened wasn't your fault, Peter." Connors insisted as Martha ushered him into a chair. "I'm the one who rushed things, and it nearly cost me everything. I'd probably either be locked up in prison or a lab if not for you… and Spider-Man."

Peter smiled in response, happy to see his friend alright.

 _The doc was right. I may have helped create the Lizard, but I also helped stop him too. And thanks to Spider-Man, Curt's a free man, and Billy got his father back. That's a win in my book._

…

The next day, Norman looked at the resignation letter in his hand, more than a little shocked at who had handed it in. He set it down, looking up at Dr. Connors.

"Curt, you can't be serious." Norman told him.

"I'm afraid so." Curt replied. "I'm sorry Norman, but your cure is not going to be found by me, or my Cross Genetics research. I've completely scrapped the project."

"What?!" Norman exclaimed. "What about your breakthrough?!"

"A fluke." Curt replied. "A coincidence. Everything else since then has had… disastrous results."

"You can't just walk out on me." Norman told him, standing up from his desk. "I won't allow it!"

"I'm sorry, but my decision is final." Curt insisted. "I've already accepted a teaching position at Empire State. I think it's the kind of change I need right now."

"You're walking away from a multi-million dollar company to work at a school?" Norman scoffed.

"I'm doing what's best for my family." Curt corrected. "Good day, Mr. Osborn."

Curt then walked out of the office, prompting Norman to plop back in his chair in defeat. He looked down at his hand, which was starting to shake a little. He closed them into fists, then slammed them on his desk, lowering his head as he struggled to keep his emotions in check.

…

Norman's emotions were still running rampant when he returned home that night. He closed the door a little harder than necessary, stopping when he found a pissed off Harry pacing in the living room.

"You seem troubled, son." Norman noted.

"Troubled?" Harry repeated. "Yeah, kinda an understatement. I failed my calc test cause Pete abandoned me. Flash's crowd won't cut me a brea-"

"Enough!" Norman proclaimed. "There's nothing I hate more than whining."

Harry was taken aback by his father's harshness, but said nothing as Norman stepped forward.

"Peter's not the reason you failed." Norman told him. "You wanna pass tests, study. You wanna become popular, be popular. Harry, life's pretty simple. When faced with adversity, you cowboy up and do what you have to do."

With that, Norman walked towards his personal study, leaving Harry alone to ponder his father's words.

"Yeah…" he let out. "Think I'll just do that."


	6. Risks

Nighttime in New York was quite rarely peaceful. Luckily for Peter, tonight was one of those rare nights. He met up with Liz at the local diner for what was supposed to be a study session. However, the text books had been set aside as Liz listened to Peter tell her a cliff notes version of the Lizard incident. WHile he left out many of the details, as well as the true nature of the Lizard, it was still good to talk about what had happened.

"And in the end, Dr. Connors decided it was best to leave Oscorp." he concluded. "Unfortunately, this meant an end to my internship. Gwen got lucky and was pulled into another department. I unfortunately wasn't."

"Wow." Liz replied. "That must suck."

"I had hoped that my position with Oscorp would help me out in the future." Peter admitted. "I don't blame the doc though. He did what he felt needed to be done, and what was best for his family."

"Well, hopefully something will turn up for you, Petey." Liz told him. "Besides, you do still have your freelance position at the Bugle to fall back on."

"Which I am super lucky to have." Peter shared. "It's keeping a roof over my and Aunt May's head for a while longer."

"Sometimes, that's all you can hope for." Liz said. "But we've gotten off topic. We need to get back to biology or else I can kiss my B+ scores goodbye."

"Hey, you're not gonna go down in the grades." Peter reassured. "You're smart enough to get this stuff down."

"Only thanks to the best tutor in all of New York." Liz replied with a smile, grabbing her textbook.

Peter couldn't help but chuckle as they got to work, unaware that they were being watched by someone in a booth not too far away from them.

…

After their study session wrapped up, Peter walked Liz home. They chatted amicably, exchanging smalltalk and just enjoying each other's company. However, Peter's mind was abuzz with activity, his thoughts centered around the girl walking beside him, and how much he cared for her.

 _I'd faced down armed robbers, superpowered goons, and a man-eating lizard without breaking a sweat. And yet, the thought of asking Liz out on a proper date had my tongue caught in a vise. Still, I was really happy with where my relationship with Liz stood at the time, and I wanted to take things to the next level._

Peter took a deep breath before turning towards Liz.

"Uh… Liz?" Peter mustered.

"Yeah?" she asked, looking up at him.

He went to say something, but felt his spider senses going off. He turned, seeing a man quickly duck into an alley. His eyes narrowed and he turned back to Liz.

"I just remembered I promised my Aunt May I'd pick up some eggs from the supermarket on my way home." he told her. "I need to head off if I want to make it before closing."

"Uh.. ok then." Liz replied, a little confused. "Go ahead."

"Ok." Peter replied before heading off. "See you at school!"

Liz waved goodbye, then continued on her way.

…

After quickly ducking into a nearby alley, Peter changed into his Spider-Man costume and got on the hunt for whoever was following him.

"Just great." Spidey lamented. "I'm three seconds from asking Liz Allen out and I get alerted to Peter Parker having a stalker."

He shot a web at a nearby wall, swinging himself up and onto it.

"Is he after me for my money?" He wondered before chuckling. "If he found any on me, I'd probably split it with him."

Just then, his spider sense started going off again, prompting him to leap off the wall before it inexplicably exploded. As Spider-Man landed on the adjacent wall, he saw four goons in ski masks coming out with several bags of stolen jewels.

"Somehow, I get the feeling this isn't a class ski trip." Spidey remarked, swinging after them.

As the thugs continued to run, a web caught one of them on the leg, yanking him into the air. The others turned around to see their friend missing.

"Where the heck is Lou?" One of them asked.

"Well, well." Spidey let out, lowering himself towards them. "If it isn't a meeting of the diamond lovers of America. Me, I'm more of an emerald fan myself, but I admire your commitment."

"It's Spider-Man!" The second goon exclaimed.

"Spider-Man?" Spidey let out in mock surprise. "Where? Where? Oh, I just get so flustered when I meet a celebrity. I just never know what to say."

"How about, goodbye." the third goon suggested, aiming his rocket launcher at him.

He fired, but Spider-Man swung out of the way just in time. Spider-Man quickly shot a web at the launcher and flung it out of his hands.

"Come on!" The first one cried out. "It's three against one!"

"That it is." Spidey agreed, webbing them all up by their ankles and suspending them from a lamppost. "You really should have bought more guys."

At that moment, police sirens filled the air, prompting Spider-Man to take off. As the cop car came to a stop, Officer Davis got out and saw the criminals dangling from the lamppost.

"Not again." Davis let out.

A few feet away, Spider-Man recovered his camera, checking the shots with a smile.

 _Though I managed to lose my stalker, I had managed to snag a few shots for the Bugle. Good thing to, it's a shame to waste perfectly good webbing on yoyo's like them._

…

The next day, Peter brought his photos to the Bugle, making his way past Eddie Brock. He noticed Brock was looking at several conspiracy websites on his computer, all of them pertaining to Spider-Man.

"What's with Brock?" He asked, walking towards Betty.

"Claims Spider-Man derailed his investigation into a major story." Betty answered. "He thinks Spider-Man's hiding something and interfered to save his own skin."

 _Well, he's half-right. I derailed him to save the reputation of a good man. Shame I couldn't tell him, but if it meant protecting the Doc, Eddie hating Spider-Man was a small price to pay._

"Sounds rough." Peter replied. "Speaking of Spidey, got some new photos for JJ."

"Go ahead." Betty told him.

Peter then walked into Jameson's office as JJ was talking with Robbie.

"... that's what I think." Jameson concluded as he noticed Peter. "Parker, what are you doing here?"

"Got some new photo's for you, Mr. Jameson." Peter told him.

"So, you're the photographer that's gotten all these Spider-Man pictures?" Robbie noted. "Joseph Robertson, but you can call me Robbie."

"Nice to meet you." Peter replied, shaking his hand. "Say, you wouldn't know a Ran Robertson would you?"

"Well, there is a kid by that name who lives in my house and eats all my food." Robbie remarked. "Midtown?"

"Yes sir." Peter confirmed.

"Good school." Robbie replied, looking at Peter's pictures. "I gotta say, I know several professional photographers who have tried and failed to get pictures of Spider-Man, but yours are the only ones that are actually worth anything. How do you do it?"

"Uh, a good zoom lense and a lot of luck." Peter replied.

"Is that so?" JJ questioned, looking skeptical. "Then why does your camera look like it belongs in a museum?"

"Uh… it's all I have to work with." Peter replied.

"So, there's nothing else to your little success story?" JJ asked, moving in closer. "No dirty little secrets, or inside info on the masked menace?"

Peter was taken aback by the questions, but maintained his cool demeanor.

"Nothing." He answered. "Sorry to disappoint."

Jameson just sighed.

"One day, Parker." he swore. "One day I'll learn how some snot-nosed kid managed to do what an entire city failed to do."

"Maybe, but that day's not today, or any time soon." Peter replied hastily. "Um… think I can get my paycheck, now?"

Jameson growled, then gave him a dismissive wave. Peter took that as his cue to go, turning to leave the office. As he did, he nearly ran into someone. The second Peter locked eyes with him, recognition was immediate.

 _It was him. My stalker from the night before. Considering my conversation with Jolly Jameson, I had my suspicions on why he was there. Thankfully, I kept my cool and didn't show any signs of recognition._

"Sorry, my bad." Peter apologized. "Shoulda looked before I opened the door."

"Guess so." The man replied before heading inside as Robbie left as well.

"Who was that guy?" Peter asked.

"Mac Gargan." Robbie answered. "He was an investigative journalist who used to work for the Bugle until Jameson fired him. Not sure why he's here though."

"Me neither." Peter muttered. "But I'd love to find out."

…

Inside the office, Gargan reported to Jameson about the events of last night.

"I'm sorry, JJ, but the kid almost spotted me." Gargan apologized. "I had to bail."

"Gargan, you amaze me." Jameson commented. "Somehow, you've become even more worthless than when you were working for me."

"Please don't say that, Jameson." Gargan begged. "I'm doing the best I can. Just give me another chance, please."

"Alright, since I'm feeling generous." Jameson agreed. "Parker must know Spider-Man personally. It's the only reason he's been able to get so many good pictures of him. You tail him long enough, and you'll find where the wall crawling menace is hiding out. Then, we can nail him and unmask him."

Unbeknownst to either of the conspirators, Spider-Man was leaning on the wall outside the window. Under his mask, he was a combination of pissed and worried.

"So that's why he was following me last night." Spidey pieced together. "If he keeps following me, it's game over. Gotta put some distance between Peter Parker and Spider-Man, fast."

Deciding the direct approach was best, Spidey opened the window and crawled inside.

"Knock, knock." He greeted. "Sorry for dropping by. I just have a message to deliver."

"Hey, what do you think you're-?" Gargan tried to let out before getting webbed to the wall by Spider-Man.

"Pipe down, jr." Spidey remarked. "The adults are talking."

"Spider-Man!" Jameson exclaimed. "If you don't get out of my office in 3.5 seconds-"

"Cool, it Jonah, I'll be quick." Spider-Man told him. "Just came to warn you about your boy, Parker."

Spider-Man then formed a small glob of web on Jameson's desk.

"This represents Parker." Spider-Man explained before leaping into the glop, splattering it. "And this represents Parker if I see him following me again trying to snap his little pics."

"So… you're not working with him?" Jameson realized.

"Me? Working with a punk like Parker?" Spidey retorted. "You gotta be out of your mind. As for you JJ, I just got one thing to say. Get off my case. Savvy?"

JJ froze for a moment, Spider-Man's words causing his blood to run cold. His eyes drifted to a photo on his desk, one of a younger JJ and a beautiful woman.

"Hello, earth to Jameson?" Spider-Man let out. "You hear me?"

Jameson blinked, then his gaze hardened.

"You touch one hair on that kid's head, and I'm gonna crucify you in the papers, and in reality." Jameson warned, his voice quieter than usual, and far colder. "You hear me, Spider-Man?"

 _It's always nice to know the people you work for care._

"Hey, he leaves me alone, I'll leave him alone." Spider-Man replied. "Well, see ya."

With that, Spider-Man leapt out the window and swung through the city.

"That should throw JJ off the trail." Spidey said to himself.

Once Spidey was gone, JJ walked over to Gargan, peeling bits of webbing off the man's mouth. Gargan panted slightly, grateful to be at least somewhat free.

"Thanks JJ." Gargan replied. "That Spider-Man… making me look ridiculous. Everyone's always making me look ridiculous."

"You are ridiculous." JJ retorted. "However, that Spider-freak just crossed a line. If he thinks he can threaten one of my people and get away with it, he's got another thing coming."

"So what are you saying?" Gargan asked.

"Gargan, how would you like the chance to get back at Spider-Man and make a real name for yourself?" Jameson proposed.

"How do I do that?" Gargan questioned. "Look at me, JJ. I'm not exactly in any shape to take on a freak like Spider-Man."

"Brock mentioned a scientist once who was an expert in genetics." Jameson answered. "Said he had a hand in creating that giant lizard monster that tore through the city last week. If he could make that, imagine what he could create to actually fight Spider-Man."

Jameson then picked up the phone and dialed.

"Hello, I'd like to speak to a Dr. Curt Connors." Jameson requested.

" _I'm sorry, but Dr. Connors no longer works for Oscorp._ " the voice on the other end replied. " _Is there anyone else I can connect you to?_ "

"Yes, is there anyone else that worked with him in genetics?" Jameson asked.

" _Hold on, I'll transfer you."_

He was on hold for a brief minute before a male voice picked up.

" _Genetics, Dr. Stillwell._ "

"This is J. Jonah Jameson." Jameson replied. "You worked with Dr. Connors, right?"

" _I was his lab assistant for a few years, yes."_ Stillwell confirmed. " _Why?"_

"I have a project for you." Jameson proposed.

…

After a bit of web swinging, Peter managed to arrive home just as Aunt May was sorting through the mail.

"Hey, Aunt May." Peter greeted. "I'm back from the Bugle."

"Peter, hello." May greeted, coming out of the kitchen. "How was your day?"

"Well, I sold some more photos." Peter told her, handing her a small wad of cash. "That's half for the bills."

"Oh thank you, Peter." she told him, taking the money. "Now before I forget, something came for you today. A flyer about your school's Homecoming dance."

"Yeah, I heard." Peter replied. "But I don't think I'm going."

"Why not?" May asked.

"For one, if middle school has taught me anything, it's that I should never cut a rug." Peter answered. "Well, unless I'm installing carpet. Plus, I don't have a date."

"Oh Peter, you do lead a sheltered life." May replied, earning a bit of a smirk from Peter. "Say, I was visiting Anna Watson yesterday and met her niece Mary Jane. Maybe you could take her."

"What's she like?" Peter asked.

"You'll love her, Peter." May insisted. "She has such a wonderful personality."

The choice of words caused Peter to shudder in horror.

 _For those not in the know, "wonderful personality" is usually code for "ugly beyond all reason"._

"Uh, thanks for the suggestion Aunt May," Peter replied. "But I don't think I'm going.

May sighed in response.

"If you insist." May replied.

...

At Oscorp, Jameson and Gargan walked through the building towards Stillwell's lab. As they walked in, Stillwell got up from his lab table to greet them.

"Mr. Jameson, glad you could make it." He greeted. "I've made all the arrangements you asked for."

"Are you certain this will work?" Jameson questioned. "I'm putting a lot of money into this, and I want to make sure I'm gonna see results."

"I promise you, Mr. Jameson, I have everything in hand." Stillwell reassured. "Let me show you."

Stillwell walked over to a nearby chamber and pressed a button, opening it up and revealing a green bodysuit with a large tail attached to it that had a small blade on the end.

"This battle suit contains several micro injectors of scorpion DNA." Stillwell explained. "Once your friend puts on the suit, the DNA will be filtered into his bloodstream. Then, to stimulate the proper muscle growth, he will then be saturated with low level radiation."

"Radiation?" Gargan repeated. "Ain't that stuff dangerous?"

"In large quantities, yes." Stillwell confirmed. "But these will just be enough to charge the Cross Species serum."

"Come on, Gargan, this is what you said you wanted." Jameson reminded. "Don't tell me you're wussing out now."

"Not wussing, JJ." Gargan insisted. "I just don't wanna end up like some kind of freak or something."

"I assure you, the process is entirely safe." Stillwell reassured. "You'll be as much of a man as you are now, just with the strength needed to take Spider-Man down."

Upon hearing these promises, Gargan steeled himself.

"Alright then." He replied, stepping forward. "Let's do this."

…

A few minutes later, Gargan was in the suit, it barely fitting him in the slightest, and standing in the chamber. Stillwell then pulled a lever and beams of radiation shot out in the chamber. The beams seemed to nothing at first, but then, Gargan started grunting in pain. His muscles started enlarging, slowly filling out the form of the suit. As his size began to grow, his cries of pain began getting louder, much to Jameson's dismay.

"Stillwell, what's wrong with him?" He demanded.

"He'll be alright." Stillwell reassured. "His body is just adapting to the new DNA sequencing being introduced to his body. Once his body is adjusted to it, he will have the proportionate strength, speed, and agility of a scorpion."

"I've been meaning to ask about that." Jameson told him. "Why a scorpion of all things?"

"Simple," Stillwell replied. "The scorpion is a natural predator of the spider. What better creature to catch a spider then one that preys upon it?"

"When you put it like that…" Jameson responded.

"It's done." Stillwell spoke up, pulling back on the lever and killing the radiation.

Once the radiation died out, Gargan stood up, fully filling out the suit and stretching his arms to get a feel for his new strength.

"How do you feel, Gargan?" Jameson asked.

"Feelin alright." Gargan replied, looking down at himself. "Actually, better than alright. I feel great!"

He then swung his tail around, smashing a nearby table. The action brought a smile to not only his face, but Jameson's and Stillwell's as well.

"Satisfied, Mr. Jameson?" Stillwell asked.

"Very much so." Jameson replied gleefully. "Spider-Man will at last meet his match."

…

Later that day in the city, Spider-Man was swinging around, racking his brain on how to solve his date problem.

"I love Aunt May to be sure, but the last thing I want is to go to Homecoming on a blind date with ms. wonderful personality." Spidey commented before shivering mid swing. "Besides, I've got enough girl problems with how lousy my attempts to ask Liz have been,"

As Spider-Man continued swinging, he was unaware of a helicopter following him from a distance.

"We got him, JJ." The pilot replied. "Heading due south on 3rd street."

"Perfect." Jameson replied before taking out a radio. "Get ready, Gargan."

" _I hear ya."_ Gargan replied.  
"Hey Liz, wanna go to the dance with me?" Spidey pondered while swinging. "Nah, too abrupt. Liz, hey. Kinda out of nowhere, but I was kinda hoping… no no, that just sounds pathetic. Liz, how about you and me hit up the dance? We'd be the talk of the town… ok that just makes me sound like a tool. Come on Parker, you can figure this out. There's no reason to-"

Just then, his spider sense started going off out of nowhere.

"Spider sense?" Spidey let out. "But what could-"

Just then, his web line was cut, and he was sent plummeting to the rooftop below. Fortunately, he managed to flip around and land on his hands and feet. Before he could make another move though, he was greeted by Gargan fully decked out in his scorpion suit.

"Who the hell are you supposed to be?" Spidey questioned.

"The names Scorpion." He introduced. "And I'm the guy who's finally gonna take you down."

"This is a joke, right?" Spidey commented.

He was quickly answered by Scorpion swinging his tail down at him, causing him to leap out of the way and onto a nearby wall.

"O...kay this is not a joke." Spidey replied. "Hey pal, Fantastic Four auditions are three blocks over."

Scorpion just swung his tail at him again, forcing him to leap onto a nearby water tower for leaping higher onto a wall. Once Spider-Man clung to it, he looked down to see Scorpion's next move, only to see he had disappeared.

"Huh?" Spidey let out. "Where'd he go?"

"Look!" Scorpion called out, causing Spider-Man to look up and see him clinging to the wall just above him. "I'm stronger, and faster than you!"

"Hey! Wall crawlings my shtick!" Spider-Man called out as he chased him up the wall. "You start spinning a web, and I'll sue!"

"Oh, don't worry." Scorpion replied, reaching the roof first. "I got plenty of my own tricks."

He then thrusted his tail forward, allowing it to shoot out some green substance. Spider-Man leaned far back, barely dodging the stuff as it landed on the top of the water tower and actually ate through it.

"Highly corrosive acid." Spidey noted. "This guy isn't playing around."

Spider-Man continued his ascent upwards and leapt towards Scorpion, only to get batted aside by his tail. Thinking fast, Spider-Man flipped in the air and shot out a web line, trying to swing away. Scorpion retaliated by shooting some acid at his webline, severing it. Spider-Man fell towards the streets for a bit, before grabbing a nearby flagpole and flipping onto it.

 _He's stronger than me, faster than me, and he spews acid. To say I was feeling overwhelmed was an understatement._

"Come on, ya overgrown iguana!" Spidey taunted. "Let's take this where it's just you and me!"

Spider-Man then leapt onto the wall and began running across it, prompting the Scorpion to leap across, landing on the buildings ledge and following him.

"You're dead meat, little man!" Scorpion swore.

Scorpion shot his tail out, wrapping it around Spider-Man's leg and slamming him onto the ledge. Spidey grunted at he landed, seeing the supervillain looming over him. Thinking fast, he shot out a web that covered his eyes, disorienting him enough to loosen his grip on his leg and flip backwards. As Scorpion pulled the web off his face, he swung his tail at Spider-Man, forcing him to duck.

While all this was going on, Jameson was watching the battle from his copter.

"Come on, Gargan!" Jameson called out. "You can beat him! Don't let up!"

Hey, who's doing this fight?! Me or you?!" Scorpion cried out, much to Spider-Man's confusion.

"Don't tell me you're one of those costumed nuts with a guy in the chair." Spidey remarked. "So, who's coaching you on the other end? Blonde computer nerd? Team of young lab geniuses led by a scientist in a wheelchair?"

"Wouldn't you like to know?" Scorpion remarked, swinging his tail at him again.

Spider-Man backflipped out of the way, but the strike caused part of the ledge to break off, sending several pieces of debris flying down to the street. Spider-Man thought fast, shooting a massive web down to catch them all before they hit anyone. Just as Spider-Man attached the web to the ground, Scorpion ran forward and tackled Spider-Man off the ledge and onto a neighboring rooftop. As they tumbled onto the ground, Scorpion threw Spider-Man against a nearby wall before grabbing him by the tail and smashing him into the ground. Spider-Man shook his head as Scorpion picked him up again. Spidey wasted no time webbing Scorpion, ensnaring him and allowing him to let Spider-Man go.

"No, you idiot!" Jameson cried out in annoyance. "You're doing it all wrong!"

Hearing Jameson's comments, Scorpion tore his way through the webbing, snarling in anger.

"Sounds like I struck a nerve." Spidey noted.

Scorpion swung around and hit Spider-Man with his tail, knocking him into a nearby water tower. Turning around and seeing Spider-Man trying to pick himself up off the ground, he sprayed acid at the water tower supports, melting them away. Before Spider-Man had a chance to move, the water tower fell on top of him, shattering open and spilling water out into the streets. The citizens below ran for cover as Spider-Man laid unconscious on the roof. Scorpion laughed maniacally in response, overjoyed by his success.

"How about that?!" Scorpion proclaimed. "I defeated Spider-Man! He is beaten, taken out, but the one, the only Scorpion!"

"Quit stalling, Gargan!" Jameson snapped. "Unmask him! I want to see who that menace REALLY is!"

"Yeah, yeah." Scorpion replied. "Keep your flat top on. I'm going-"

Before he could finish, he felt his body flare up in pain. He held his sides as he keeled over, letting out a painful moan.

"What the…" Scorpion let out. "What's happening to me…?"

"What are you waiting for, Gargan?!" Jameson called out. "Unmask him already!"

Scorpion didn't respond, he was still holding his sides feeling pure agony.

"This suits killing me!" He let out. "I gotta get it off."

He tried removing one of the gloves, but it wouldn't budge.

"What the…" He gasped.

He then tried removing the helmet, but it seemed stuck tight. Up in the copter, Jameson was getting impatient.

"Bring me down." He told the pilot. "I'll unmask him myself."

The pilot nodded and began lowering the copter. Scorpion looked up at the copter and began feeling enraged.

"You… you never said this would happen!" Scorpion cried out.

He then swung his tail at the copter, hitting the rotor. This caused the copter to begin spinning out, making a slow but still deadly descent to the ground.

"Can't you get control of this thing?!" Jameson demanded of the pilot.

"No, he took out our tail!" the pilot shouted. "We're going down!"

The copter skidded along the street as it touched down on the ground. The copter then collided with a nearby car before coming to a complete stop.

Back up top, Scorpion felt his body begin to flare up again. He dropped to his knees and held himself up with one hand as he grunted in pain.

"Stillwell…" He muttered. "He'll know how to fix me."

With that, he ran towards the edge of the roof and leapt off, leaving Spider-Man alone with an aching head as he pulled himself up.

"My… everything hurts…" He let out. "Hey, where'd tall, green, and ugly get to?"

He looked around for any sign of the Scorpion, but there was none to be found.

"Wonder what made him take off when he had me down for the count?" Spidey pondered as he shot a web and swung off. "Well, as much as I'd like to never see him again, better find him before he hurts anyone else."

…

At Oscorp, Stillwell was going over the data regarding the Scorpion. As he read over the results, a look of horror crossed his face.

"No..." he let out, grabbing his hair as panic set in. "No, no, no, no!"

Just then, one of the walls to the lab was blown open. From it, the Scorpion emerged, looking incredibly furiated.

"Stillwell!" He cried out. "I can't get the suit off! You gotta undo whatever the hell you did!"

Stillwell backed up slightly as Scorpion came closer.

"I… I can't." Stillwell replied, prompting Scorpion to grab him by the tie and pull him in close.

"What do you mean you can't?!" Scorpion cried out. "You caused this, you can fix it!"

"It's not that simple." Stillwell insisted. "The scorpion DNA expelled out from the injectors in greater quantities than I thought. It's caused the suit to be fused to your skin. You can never take it off."

"NO!" Scorpion let out, using his free hand to grab his side again. "This is all your fault!"

He then threw Stillwell against his desk and began moving towards him.

"No, wait!" Stillwell insisted. "It wasn't my fault! Jameson made me do this to you!"

Scorpion paused, contemplating this. After a moment, his eyes narrowed and he hissed in rage.

"Jameson…" Scorpion snarled. "He did this to me. He wanted to make me his personal poster boy after I got rid of Spider-Man!"

"Yes!" Stillwell agreed, latching onto that train of thought. "He knew the risks! If anyone is to blame, it's him!"

Scorpion growled at that, knowing what he had to do next. He started to leave the lab, but quickly turned back to Stillwell.

"Just a heads up though." Scorpion told him. "After I take care of Jameson, I'm coming for you."

With that, Scorpion took off, leaving Stillwell in a frenzied and terrified state.

…

Out in the city, Spider-Man continued his search for the Scorpion, but his search was coming up empty.

"Still no sign of Scorpy." Spidey lamented. "You know, it's times like these where I miss the days when my first instinct was to run away from the guys who tried to kill me."

As he landed on the edge of a rooftop, his cellphone started going of. He took it out and saw that Liz was the one who was calling.

"Liz?" Spidey let out, surprised. "Wonder what she wants."

Spider-Man then lifted his mask above his nose before answering so he could be heard clearly.

"Hey Liz, what's up?" Peter greeted. "Forget something from our last session?"

" _No, actually I wanted to ask you something."_ Liz replied.

"Uh, sure what?" Peter responded.

" _I was wondering… think we could… I don't know, hang out sometime?"_ She asked. " _I mean… there's Homecoming coming up… for example._ "

"Wait, are you asking me out?" Peter questioned for clarification.

" _No!_ " Liz let out. " _Well, yes… if that's okay with you. I'd understand if you-_ "

"Yes!" Peter exclaimed. "I mean… yeah, that be great. Maybe before the dance we could… grab a pizza or something sometime?"

" _That… That sounds amazing._ " Liz replied. " _I'll buy though. I know money's tight for you._ "

"I appreciate the concern." Peter replied, casually looking down at the street and seeing the Scorpion on a TV display in an electronic store window. "Uh, Liz, something just came up. Think we can schedule place and time for that pizza later?"

" _Sure._ " Liz replied. " _I'll talk to you later, Petey._ "

Later Liz." Peter replied before handing up. "Did she just call me Petey?"

He then pulled his mask back down and leapt towards the electronics store, listening in on the news report that was playing.

" _Little is known about this individual."_ the TV played. " _All that authorities know for certain is that the man possesses inhuman strength, and has been crying out the name of Daily Bugle editor, J. Jonah Jameson. Due to these possible threats, Mr. Jameson has ordered an evacuation of the Bugle's main office."_

"Scorpion's after Jameson? Wonder why." Spidey pondered before swinging off. "Doesn't matter. I better get down to the Bugle before JJ ends up in the obituaries of his own paper!"

…

Jameson paced around his office, looking more nervous than ever. By now, most of the building was empty, save for Betty and Robbie.

"Just about everyone's out Jonah." Robbie told him. "Looks like it's just us."

"Good." Jameson replied in an almost unrecognizably quiet tone. "You two better get out of here."

"Mr. Jameson, what's going on?" Betty asked. "Why aren't you evacuating with us?"

"Ms. Br- Betty," Jameson replied. "If this thing wants me, I'm not gonna let anyone else get hurt in the process."

"But Jonah-" Robbie tried to interject.

"Robbie, please!" Jameson insisted. "Just go."

Robbie paused, then gently took Betty by the shoulders and ushered her out of the room. As the two left the room, Jameson took a seat at his desk, looking over the photo of the woman and his younger self.

"I'm so sorry Julia…" He let out.

"Seems like you're a popular guy today, JJ." Spider-Man's voice commented.

Jameson looked up to see Spider-Man crawling through one of the windows.

"You?!" Jameson cried out. "What are you doing here?!"

"Saving your life, what does it look like?" Spidey replied, landing on the floor. "Now what does this Scorpion have against you?"

"That's none of your business!" Jameson responded.

"When a man dressed in an armored scorpion suit starts tearing up Midtown, I make it my business!" Spider-Man declared, much more insistently. "Now are you gonna give me some straight answers or what?!"

Jameson paused for a moment, he let out a breath or resignation.

"He's after me because I created him." Jameson answered. "Turned him into a being who could take you down.

"What?!" Spider-Man let out. "You ruined a man's life just to get to me?! Why?! What do you have against me?!"

Jameson turned to him, that usual fire and vinegar back in his voice.

"You want to know what I've got against you?! Fine!" Jameson snapped, jamming his finger right in Spidey's face. "It's because of your mask! The last time I dealt with a whackjob in a mask, I had to bury my wife!"

Spider-Man was taken aback by this, not sure how to react.

"W-what do you mean-"

"Years ago, I was working on an expose to reveal the true identity of a crime boss called the Big Man." Jameson explained. "Before long, his men grabbed me and brought me to him. I was greeted… by a man in a mask. He told me the same thing you did, to get off his case. I refused, and after I printed the story, he came after me. I was out with my first wife, Julia, when a car came around the corner. That same man in that godforsaken mask was in the driver's seat with a gun in his hand. His shot missed me, but hit Julia. She was dead before she even hit the ground…"

He looked away, clearly trying to keep his emotions in check. Spidey just stared.

 _Whenever I think back to this moment, I'm reminded that for all his guff and bluster, Jolly Jameson is still a human being. He hates me, yes, but after hearing this story, I could understand why. Especially with what he said next._

"Ever since that day, I've pledge to keep this city safe from men like him… and you." Jameson continued. "Men who hide behind masks and think they're above the law."

"Hate to break it to you, JJ," Spider-Man replied, forced to keep up his bravato. "But that's exactly what your creations become out there."

"You think I don't know that?!" Jameson responded. "At least this way, no one dies with me."

"What if no one has to die." Spider-Man proposed. "At all."

"What are you talking about?" Jameson questioned.

"I know this might be asking a lot," Spider-Man admitted. "But trust me."

…

Sometime later, Scorpion burst through the doors of the Bugle, making his way to the elevator. Too impatient to wait for it, he ripped the doors open and began climbing the shaft. He made his way all the way to the top, tearing open the doors to reveal to empty room.

"JAMESON!" He cried out. "WHERE ARE YOU!"

"Right here, Gargan." Jameson answered, coming out of his hiding place.

"So, decided to stick around, eh?" Scorpion noted. "Guess you're not as big a self centered jackass as I thought."

"Gargan, what's happening is my fault." Jameson admitted. "No one else needs to suffer for it."

"Nobody but me, you mean." Scorpion threw back. "It was bad enough that you threw me out of this dump, but you had to go and turn me into your pet freak as well."

"Gargan, I-"

Jameson's pleas were cut off by Scorpion wrapping his tail around him and squeezing him.

"You ruined my life!" Scorpion yelled. "So I'm gonna end yours."

Just as Scorpion continued squeezing, Spider-Man swung in out of nowhere and kicked Scorpion, causing him to let go of Jameson and have him drop on the floor.

"I'm all for venting to work through your problems," Spidey commented. "But there has to be less destructive ways to do it. Like splash painting."

"You?!" Scorpion let out, getting to his feet. "I thought you were pushing up daisies!"

"Sorry to be the forebearer of unfortunate developments, but the reports of my demise were greatly exaggerated." Spider-Man informed, earning a blank stare from Scorpion and Jameson to which Spidey facepalmed. "I'm not dead."

"Not yet," Scorpion replied, "but you will be!"

Scorpion leapt towards him, causing Spider-Man to lean back and use his feet to vault Scorpion over him. He crashed into some desks, only enraging him more. Scorpion got back to his feet, picking up a desk and throwing it at Spider-Man. Spider-Man quickly backflipped out of the way before the desk hit as Scorpion shot several acid spurts at him. Spider-Man quickly leapt around the room dodging each attack, until finally, Spidey shot out a web clogging Scorpion's tail.

"You're gonna pay for that!" Scorpion declared, running towards him.

He tackled Spider-Man and the two tumbled into the elevator shaft. Spider-Man quickly clung to the side of the shaft with his feet as Scorpion grabbed onto one of the cables.

"Hope you don't get claustrophobic." Spidey commented.

Scorpion responded by swinging his tail at Spider-Man, prompting Spider-Man to leap off the wall, spring off the tail with his hands, and punch Scorpion right in the face, causing them both to fall. Spider-Man quickly grabbed Scorpion and shot out a webline, causing them to swing through a set of doors into the Bugles printing press room. The two tumbled onto the ground for a bit before getting back to their feet.

"Ready to give up yet, Scorpy?" Spidey cracked.

"Not even close!" Scorpion declared, swinging his tail at him.

Spider-Man quickly punched back the tail as Scorpion continued to strike, only for Scorpion to back off and Spider-Man to rub his hands in pain.

"Yow!" He let out. "What's that thing made out of?"

Scorpion smirked, running towards one of the presses and leaping on top of it. Spider-Man leapt towards him, only for Scorpion to wrap his tail around him.

"You always made front page news, webslinger." Scorpion commented before thrusting him towards the rapidly moving paper.

Spidey quickly shot out a webline to keep him suspended as Scorpion kept trying to force him down. Slowly, Spider-Man slid down the webline, closer and closer to the paper, much to Scorpion's delight.

After following the fight to the press room, Jameson opened the door and saw what was going on. Thinking fast, Jameson ran towards the press and shut it off, allowing Spider-Man to let go of the web and land on the downed piece of equipment. He then grabbed hold Scorpion's tail and pulled hard, pulling him off the press and onto the floor.

"You're helping him?!" Scorpion exclaimed, getting back up. "Why?! You hate him more than anyone!"

"Because you're a greater evil than he is!" Jameson threw back. "And God help me, he's the only one to stop you."

"J. Jonah Jameson on my side." Spidey marveled. "Who'd've thunk it?"

"He can't stop anything if he's dead!" Scorpion remarked, swinging his tail at him.

Spider-Man ducked as the tail knocked away part of the wall, exposing some electrical wiring and giving Spider-Man an idea.

"Nice aim, goofus." Spidey taunted. "A few more years and you might actually hit what you're aiming at."

"Don't call me names." Scorpion told him. "I hate people calling me names!"

"Well, that's too bad frog face." Spidey taunted. "Cause to me, you look like a two bit, good for nothing, second rate, slime smelling baboon, with the brain of a pigeon, and the face of an eel!"

Each word out of Spider-Man's mouth made Scorpion moe and more infuriated, until he just couldn't take it anymore.

"STOP IT!" He yelled, charging at him.

With quick succession, Spider-Man pulled out the wires and shoved them into Scorpion's chest. The surge of electricity became overwhelming for Scorpion, causing him to cry out in pain. It also caused the lights in the building to flicker on and off until they finally went out completely. By that time, Scorpion had fallen onto the ground and Spider-Man webbed him there.

"Hope that wasn't too much of a shock for you." Spider-Man said, standing over him.

"Momma was right." Scorpion let out. "I should've stayed in Brooklyn."

"Yeah, probably for the best." Spidey commented.

Spider-Man then walked over to Jameson, who was looking over the damages.

"What a mess." Jameson let out. "You have any idea how much this will cost to fix?"

"Well, you could give me a glowing recommendation in your next article." Spidey suggested. "That could give you some big business."

Jameson rolled his eyes in response before turning to face him.

"Now look here, webhead." Jameson told him. "Just because I confided in you, doesn't mean I'm gonna go any easier on you. I still won't rest until this city has seen the last of masked menaces like you!"

"You know what, picklepuss!?" Spider-Man replied angrily before his tone softened to something a bit more agreeable. "So will I."

With that, Spider-Man leapt towards a nearby window and opened it up.

"Oh, and JJ?" Spidey called back before shooting out a webline. "Thanks."

With that, he swung off, leaving Jameson alone with the drowned Scorpion.

…

 _J. Jonah Jameson saving Spider-Man is the equivalent of Moriarty saving Sherlock Holmes. Still, that little ordeal with the Scorpion gave me a greater respect for JJ going forward. Of course we would keep up our "healthy" rivalry throughout my Spider-Man career, but I didn't care. In fact, in that moment there was only one thing I cared about._

At Mr. Aziz's Pizzaria, Peter walked inside, looking around for his date. Suddenly, two hands covered his eyes.

"Guess who!" Liz's voice proclaimed.

"Laura Harrier?" Peter guessed.

Liz chuckled, removing her hands and turning him around.

"No, silly." she said. "It's me."

"Oh yeah." Peter replied. "You're pretty ok too."

Liz chuckled in response, lightly hitting him on the arm.

"Well, if you feel that way, maybe I'll change my mind on buying you pizza." Liz remarked.

"Just kidding." Peter insisted. "I am glad we're getting to do this."

"Me too." Liz replied, smiling and taking his arm. "I've been wanting to ask you out for awhile now, but it just never felt like the right time."

"Believe me, I can understand that." Peter replied. "Part of me even wondered if you'd be willing to even consider going out with me."

"Petey, you're the first guy to see more in me than just a pretty face." Liz told him. "You made me feel special, and that's something no boy has done in a long time. I don't care about how strong you are or how many sports you play. All I care about is what's in here."

She placed a hand on his chest, blushing slightly as she smiled at him. Peter couldn't help but smile back.

 _It was hard to think of a time where I felt happier. Unfortunately, as it happens when you're the Amazing Spider-Man of NYC, such happiness can never last._


	7. Homecoming

It was late at night in the city as an Oscorp truck cruised down the streets. As the truck continued down it's trek, the shadowy figure of the Vulture swooped towards it. The Vulture then aimed one of his gauntlets at the truck and fired a small device at the cab.

"Signal jammer's attached, Tinkerer." Vulture reported. "Go ahead."

" _Just a few seconds…"_ Tinkerer replied. " _There. No distress calls can go out. You're good to go."_

Vulture then flew towards the truck and fired two cables from his wings, attaching him to the truck. He then disconnected himself from the wings and dropped onto the truck. Once on top of the truck, Vulture activated a small laser on his gauntlet and began carving a hole in the truck. Once the hole was cut, the metal dropped down to the ground, allowing Vulture dropped down himself, looking around at the cargo they were transporting.

"High grade laser weapons." Vulture noted. "Looks like we hit a good one."

Vulture wasted no time grabbing weapon after weapon and loading them into the bags he brought. Once he had grabbed enough, he leapt out of the truck and reattached himself to his wings, taking off into the night.

…

The next day, Norman Osborn came into Oscorp, and was approached by one of his security agents.

"Mr. Osborn, another one of our shipments was hit again last night." He informed.

"What?!" He let out, trying not to raise his voice. "What did we lose?"

"Our high grade laser array." the agent told him.

Norman clenched his fists in frustration, trying not to lash out.

"Do we have any clues as to who's responsible?" Norman questioned.

"Nothing yet, sir." The agent admitted. "Whoever it is, they're clearly professional."

"Increase security on all further shipments, and begin working on this assailants identity." Norman ordered. "I want him caught."

…

At Midtown High, class was letting out for the students. Peter was walking out when Liz came up and hugged him from behind.

"Hey Petey!" she cheered.

"Hey, Liz." Peter greeted, turning to face her. "You always have the peppiest ways to get my attention."

"I'm a cheerleader, what do you expect?" Liz remarked.

"Touche." Peter conceded. "So, my Aunt wanted to know the color your dress would be, so I'd get you the right corsage."

"I'll give you a hint, it's the color of your eyes." she answered.

She gently stroked his face as she said this, eliciting a blush from Peter. Before it could go any further though…

"WHAT THE HELL LIZ?!"

Both Peter and Liz turned to see Sally Avril storming towards them.

 _Sally Avril, one of Liz's fellow cheerleaders and best friends. Additionally, no big fan of mind. Wouldn't be so bad if I didn't have a crush on her in freshman year… got turned down flatter than a pancake._

"What in God's name are you doing with Puny Parker!?" Sally demanded.

"Um… talking to him." Liz answered.

"That don't look like just talking!" Sally snapped. "Please don't tell me you and him are… DATING!"

"So what if we are?" Liz replied. "It just so happens I think Peter is a nice guy."

"He's also a nerd who will ruin your entire social life!" Sally insisted. "You can't be serious about this!"

"I am serious about this!" Liz insisted. "Why does everyone act like spending anytime with Peter is gonna brand me an outcast or something?!"

"Because he is!" Sally snapped. "He's bum who can't even afford to buy kmart clothes!"

"Hey, they're not kmart clothes!" Peter chimed in.

 _They were walmart, but they didn't need to know that._

"You stay out of this, Parker." Sally insisted. "You've done enough damage!"

"Lay off, Sally." Liz told her. "Peter and I are going to Homecoming together, no matter what you say."

"Oh yeah?" Sally exclaimed. "And how are you gonna get there? Last time I checked, he doesn't have a car after his uncle-!"

The slap came out of nowhere, Liz's hand connecting with Sally's face. Peter was honestly taken aback by the act. Sally held her face, a dead silence filling the hallway. Everyone that had gathered to watch the action just stared, until Flash himself broke the silence.

"Low blow, Sal." he told her. "That was too far."

"I… I'm sorry." She said quietly, still holding her red cheek.

Liz just glared at her, then took Peter's hand and led him away from the scene.

…

"Wow, Liz." Peter remarked when they were finally clear of everyone. "That was… wow."

"She had no right to talk to you like that." Liz insisted. "And then she had the gall to say… THAT!"

"Yeah that was… pretty low." Peter agreed. "Thanks for sticking up for me."

"Any time, Petey." Liz replied, gently pecking him on the cheek. "Anyway, I need to get to cheer practice. Coach is probably gonna have me running laps for what happened."

"See ya later then." Peter told her.

She walked off, giving him a wave before disappearing.

…

Later, Spider-Man was swinging through the city, thinking over everything that had happened.

"Man, Liz is so cool." He mused. "I have got to be the luckiest guy in New York."

He stopped on a wall, letting out a sigh.

"Sally did have a point though." He admitted. "How am I gonna get Liz to Homecoming? Limos are kinda expensive and the money I've saved up will barely cover the corsage. What am I gonna do? I can't ask her to take the bus."

As he pondered his situation, he looked down and saw some masked men entering what looked like a closed bank.

"Can't exactly talk to these guys about financial advice." Spidey remarked. "Although, some spidey pictures could help solve my money problems."

He quickly took out his picture and webbed it to the side of the building before leaping down towards the bank.

…

Inside, the thugs got to work, taking out futuristic looking guns and shooting lasers at the ATM's and vault.

"Sweet!" One thug let out. "With toys like these, who needs a safe cracker."

"Hey, my uncle was a safe cracker." a second thug commented.

"Just get the money!" the first thug told him.

The thug just shrugged as he and the others began gathering up their ill gotten goods. As they worked, Spider-Man quietly entered into the bank. After quietly closing the door, he leaned against the entryway, striking a pose that was both nonchalaunt and imposing.

"Sup guys. Forget your pin number?" Spidey remarked.

The thugs turned around and saw Spider-Man standing there. Instantly, they aimed their weapons at him and opened fire, forcing the webhead to leap out of the way.

"Seriously guys? Nothing?" Spidey remarked. "I go to all the trouble to make you Spider-Man stomped perks, the least you guys can do is make it interesting."

One swung at him from behind with his bag of loot. Spider-Man quickly ducked under the bag before clocking him in the face. He then quickly spun around and shot out two webs, snagging two of the thugs guns and yanked them out of his hands. Once they were disarmed, Spider-Man quickly webbed them to a wall, leaving one last thug to try and make an escape with the loot. Before he could even reach the door, Spider-Man leapt onto his shoulders and sent him face first into the pavement.

"Ooh, so close." he winced, grabbing his gun. "Now how did punks like you get guns like these?"

"We ain't telling you nothing." the guy he was perched on winced.

"That's a double negative." Spider-Man told him. "So that means you will tell me something."

"Wha.." the goon stuttered, caught off guard. "Well… I ain't talking! Ya can't make me!"

Just then, the sounds of sirens filled the air, causing Spider-Man to groan.

"Hopefully the police can have better luck with you." Spidey shared before swinging off.

…

Back at the Parker house, Peter got to work developing his pictures. As he finished with them, he was horrified to see all of them were practically useless.

"No." He let out. "The window caught the flash! No way Jameson will use these!"

Peter just slumped back in his chair, trying to think about what to do next. As he thought, his mind wandered to the thugs' high tech weapons.

 _The more I thought about the weapons, I couldn't help but feel I saw them before. Then it hit me: Shockers gauntlets. They had similar blaster power. And their designs reminded me of the tech based around the Enforcers suits… the Enforcers who had teamed up with that winged freak. I rationalized that he must be the one decking out these guys. So if I took out the guy with the wings, I ended the threat… and not incidentally, make enough green to make sure Liz goes to Homecoming in style._

 _I know that sounds a little self serving, but I saw it as taking out two birds with one stone._

…

At the abandoned hanger, Toomes went over to Mason, AKA the Tinkerer, to discuss their next move.

"Osborn's getting wise to our work." He informed. "We're gonna have to be smarter about our strikes."

"I've already been upgrading the signal dampeners, and installing your gauntlets with offensive weaponry." Tinkerer informed. "They should be able to handle any extra security Osborn can cook up."

"Good." Toomes told him. "I need them ready for the next mission. We can't afford to fall behind now, especially with Spider-Man on our scent."

"Well if you want, I can get back to work on that high altitude vacuum seal I was telling you about." Tinkerer suggested.

"What?" Toomes replied. "No. I already told you, forget it. We do this under the radar, remember?"

"Boss, you said so yourself that Spider-Man's on our scent." Tinkerer rationalized. "If we do the job, then we'll be set for life and can lay low with our money. "

"We're not taking any unnecessary risks unless we have to." Toomes insisted. "Now, when's the next target?"

"Tomorrow night." Tinkerer replied. "Delivery to a warehouse near Brooklyn."

"Perfect." Toomes let out, smiling.

…

At the Daily Bugle, Peter went to the archives room to see if there were any other sightings regarding the Vulture. He peered through paper after paper, looking for any leads. The most he found was Spider-Man's fight with him and the Enforcers.

 _Needless to say, I was starting to get annoyed. Barely any leads on my mysterious robbers, or the origin of their tech. However, as I peered through the papers, I saw one regarding my fight with the Shocker. Apparently Shocker, real name being Herman Shultz (sorry to be him) said he stole his tech from Oscorp._

"So that's it." Peter said aloud. "The wing guy's stealing tech from Oscorp and selling it to criminals. So all I have to do is find an Oscorp sight he's gonna hit, and I got him."

...

That night, Spider-Man swung throughout the city, investigating one Oscorp sight after another. As he went to each sight, he waited a while for the Vulture to show up and hit the place. Unfortunately, each sight turned out being a bust. Little by little, his chances of finding the Vulture seemed to chip away.

As he swung through the city, he let out a yawn.

"Just one more…" He let out, struggling to stay awake. "One more and then I'm calling it."

After some more swinging, he reached the warehouse he was looking for. He perched himself on a rooftop across from the warehouse, waiting for the Vulture to make his move.

 _My least favorite part of being a superhero: stakeouts. The endless waiting, the late hours, the intense boredom. I mean, I can't even do my homework to keep myself occupied because I have to keep watch_

Just then, a loud sound stirred Spider-Man from his trance, causing him to look up and see the Vulture flying towards the warehouse.

"Finally." He let out, hiding himself as the Vulture made his way to the warehouse.

Vulture then disengaged from his wings and landed on the roof of the warehouse, using his gauntlets to cut a hole in the window. He looked inside, seeing security cameras, laser monitors, and guards patrolling the hallways. Vulture seemed relatively undeterred from this, as he took out a small device from his belt and placed it inside the building. The device sprouted legs and walked down the wall towards one of the cables connected to the cameras. It shot out a cable of its own, connecting to the cameras and by extension, the lasers.

" _Tapping into the security systems now."_ Tinkerer informed.

After a few seconds, the cameras' lights blinked and the lasers deactivated.

" _You're good to go."_ Tinkerer reassured.

Vulture took out an orb from his belt and tossed it inside. It opened up, filling the room with gas that knocked out the guards. Once the guards were out cold, Vulture made his way inside, looking around at all the inventory before him. Vulture couldn't help but whistle in response.

"Looks like they got some good stuff here." Vulture commented.

" _They always do."_ Tinkerer remarked.

Vulture then got to work, taking out a bag and filling it with the items on the shelves. From his vantage point outside, Spider-Man watched and began to set up his camera.

"Get ready to watch the birdy, buddy." Spidey whispered before chuckling a bit. "Watch the birdy. Hehe."

After a few minutes, Vulture leapt out and reattached himself to his wings, readying to take off. Before he could, Spider-Man managed to snag a web onto his bag and yanked it out of his hands.

"Hey, big bird!" Spidey called out. "This doesn't belong to you!"

"You..." Vulture snarled. "You are getting more and more bothersome by the day, Spider-Man!"

"Pal, I've been called plenty of nasty things," Spidey remarked. "Bothersome doesn't even crack the top ten."

Vulture flew towards him and tried to slice at him with his wing, forcing Spider-Man to leap out of the way. Spider-Man shot out another web towards Vulture, but he used his wing to block it and tried to fly upwards.

"Oh no, not this time!" Spidey declared, shooting another web towards the roof.

The webs snapped taut, straining Spidey's arms as he tried to pull Vulture back. Spider-Man grunted as he gripped both webs with all his might. Deciding to cut his losses, Vulture decided to slice the web and fly off, leaving Spidey to land on the roof.

"Come on, beaky!" Spidey called out. "Don't fly away angry!"

"The name is Vulture!" He yelled, flying into the night.

Spidey was left on the roof, nasty bruises forming on his ribs where he landed.

"I wonder if superheroes can apply for medical insurance." Spidey remarked, returning to his camera.

…

When Peter returned home, everything ached. As such, he taped an ice pack to his side as he looked over his shots. Sadly though, his new batch of pictures were no better than his last.

"Come on!" Peter let out. "First the window caught the flash, now I forget the flash. They're too dark to make out anything!"

He tossed the photo's aside in frustration before flopping onto his bed. His ribs screamed at him when he did, forcing him to roll onto his good side. The throbbing pain was the icing on the proverbial cake.

"Well… today was a bust." Peter groaned. "How the heck am I gonna nail this guy now?"

 _I just laid there for what felt like hours, wracking my brain on how I was gonna stop this guy. Suddenly, a thought came to mind. Who better to ask about Oscorp break ins than a former Oscorp employee._

…

Back at Vulture's lair, Toomes was pacing back and forth, still upset about his run-in with Spidey.

"So you didn't get anything?" Tinkerer asked.

"No." Toomes lamented. "Can we still do the Sytsevich job?"

"Should be able to." Tinkerer replied. "But without more tech…"

"I know." Toomes replied.

"Maybe I should get back to work on that high-altitude vacuum seal?"

"You still on that?" Toomes replied. "I told you, no."

"Ok, ok." Tinkerer replied defensively. "So what do we do about Spider-Man?"

"... I'll kill him." Tommes decided.

...

At Empire State University, Dr. Connors was in the midst of teaching a class.

"Catabolism is described as exergonic pathway during which the breakdown, or oxidation of carbon fuel, releases energy. Energy is then captured in high energy bonds and the phosphorylation of ADP."

With that, a bell rang out, signaling the end of class.

"Well, that's all the time we have for today." Dr. Connors told everyone as they packed up and headed out. "Remember to read chapters 7, 8, and 9 for next week. I'll be in my office if anyone has any questions."

As the last of the students exited the classroom, a familiar shadow filled the room.

"From cracking genetic mysteries to grading midterms." Spider-Man remarked. "Kinda a downgrade, eh Doc?"

"Perhaps, but I don't mind it." Dr. Connors replied as Spider-Man climbed in. "I'm assuming since it's Spider-Man visiting, this isn't a social visit."

"Afraid not." Spider-Man replied. "Someone is going after Oscorp tech. Wondered if you had any clues as to who."

"You'll have to be a bit more specific on what's being taken." Connors spoke up. "Osborn is not without enemies."

"How about high tech lasers that cut through a bank vault and nearly me." Spidey remarked.

"Hmmm, now that sounds familiar." Connors recalled, rubbing his chin. "If I remember correctly, Dr. Toomes' team was the brains behind the lasers."

"Toomes?" Spidey repeated. "With a name like that, it's no wonder he turned out bad."

"Actually, Toomes was one of the best men I've ever had the pleasure of working with." Connors insisted. "He always looked out for his team, and when he wasn't focused on his work, he was spending time with his daughter. Honestly, I don't think he's capable of something like this."

"Neither was Max Dillon." Spidey reminded.

Connors winced.

"Right..." he let out.

"Sorry." Spidey replied.

"It's alright." Connors reassured. "If Toomes is behind this, I would suggest looking into Aaron Davis. He used to work alongside Toomes before his team was sacked."

"Any idea where I can find him?" Spidey asked.

…

In a parking garage elsewhere in the city, a lone african american man walked towards his car calmly and quietly, unaware of his arachnid themed tail crawling on the ceiling behind him. As he reached his car, Spider-Man lowered himself down on a web upside down.

"Aaron Davis?" Spider-Man let out.

The man jumped in the air, freaking out slightly.

"We need to talk." Spidey told him, landing on the hood of his car. "Specifically about your old cubicle mate, Toomes."

"Toomes?" Aaron let out. "Look, I wanted no part in his plan and I told him as much. He let me walk and we've remained out of touch."

"Come on, you gotta do better than that." Spidey replied. "Those weapons he's shelling are super dangerous. If even one of them can cut through a bank vault, imagine what they can do en masse."

"Look, I swear to you I don't know nothing." Aaron promised.

"There has to be something." Spidey pressed. "Contacts, plans, anything."

Aaron paused for a moment before remembering something.

"He did call me last week." Aaron told him.

"Yes!" Spidey let out. "What'd he say?"

"Not much." Aaron replied. "Offered me a chance to get back in, though I turned him down. Said something about a meeting with some Russian guy."

"Where and when?" Spidey asked.

"The docks. Eleven." Aaron replied.

"Eleven… that's soon." Spidey realized. "Thanks man. I owe you a sandwich."

Spider-Man then leapt into the air and swung off towards his destination. Aaron picked himself up, then drove off himself.

…

At the docks, a black car pulled up and came to a stop. The front passenger door opened up and a man came out to open the back passenger door. Once it was open, a bald man in a sleeveless shirt and pants came out and looked around.

"Disgusting." He commented. "Where is he?"

"He said he'd be here." the other man replied.

Just then, Vulture landed on the edge of the docks, his wings folding in as he walked forward.

"Alexi Sytevich, welcome." Vulture addressed. "Glad you could make it."

"You have what was promised, da?" Alexi asked.

"See for yourself." Vulture replied.

He stepped aside, revealing a white truck with a tarp over the bed. Alexi went over to the truck and pulled the tarp off, revealing the weapons inside. Alexi smiled in response.

"I like." Alexi commented. "I like a lot."

"I trust you've brought our agreed upon price." Vulture assumed.

Alexi nodded, then snapped his fingers. One of his men came forward with a black suitcase. Vulture opened it up to see a large amount of money inside, much to his delight. Just them, a web shot itself to the back of the case and yanked it away, spilling the money out as it streaked into Spider-Man's hand as he clung to the side of a shipping container.

"Yoink!" Spidey let out before leaping down to the ground. "Sorry guys, but this a strict no soliciting zone. I'm gonna have to ask you to leave."

Alexi's men immediately opened fire on Spider-Man, causing him to leap into the air and onto the side of another shipping container. He then fired two web shots at the barrels of the guns, clogging them up. As the men tried to pull the web off, Spider-Man swung down and kicked one goon in the chest before punching another, knocking them to the ground. As the goons fell, one of the guns fell near Alexi. He quickly grabbed it and fired at Spider-Man. Spider-Man leapt around, dodging every bullet before finally reaching Alexi. He then knocked the gun out of his hand and webbed one of Alexi's hands as he tried to punch him. He then webbed his other hand and for good measure, webbed his pants down to his ankles.

"You might feel a little drafty for a while." Spidey commented as Alexi screamed in fury.

"I kill you, Spider!" Alexi yelled.

"Take a number." Spidey remarked before turning to Vulture. "Speaking of which…"

He shot a pair of webs at Vulture, aiming for his wings. They connected as Vulture tried to fly off. Spider-Man quickly stuck to a nearby street lamp, trying to halt Vulture's assent. Vulture pulled hard on one of his wings, using it to sever the web on the opposite wing, causing Spider-Man to fall back slightly. Vulture then flew up, carrying Spider-Man along with him. After flying up a distance, he whipped down in an attempt to through Spider-Man off. It worked and Spider-Man went flying into the air for a bit before falling back towards Vulture. Vulture tried slashing at Spider-Man, but he grabbed the edge of the wing and flipped over it, landing on the other wing.

"That the best you got, Vulture?" Spidey jeered. "Or should I just call you Toomes?"

Vulture went wide eyed in response before using his free wing to try and slap Spider-Man off. Spider-Man then leapt off the wing and onto Vulture himself, punching him in the helmet. Part of the helmet broke off, exposing a bit of his face underneath before Vulture used his wing to grab Spider-Man from behind and tossing him off towards the roof of a nearby building. As Spidey went crashing onto a building, Vulture flat out bolted from the scene, disappearing from the scene. Spidey went to follow, his ribs screaming at him, but then he caught a glimpse of what he had landed on. A sense of horror and anger washed over him as he realized he's crushed his camera.

"Aw man, my camera!" Spidey let out, picking up the pieces. "Perfect."

…

Back at Vulture's lair, Toomes breathed heavily a bit before grabbing his helmet and throwing it.

He then swiped the contents of a table onto the floor before flipping the table itself.

"Um, I think I'm still gonna need some of those." Tinkerer replied.

"Spider-Man knows who I am." Toomes shared.

"Whoa." Tinkerer let out. "What do you wanna do?"

Toomes paused for a moment before finally responding.

"Think you can get that high-altitude vacuum seal up and running in time?" Toomes asked.

"Seriously?" Tinkerer replied, honestly surprised. "Yes. You won't regret this."

"At this point, what have we got to lose?" Toomes replied.

…

Peter walked out of an electronics store, a cheap digital camera in his hands. He stuck his now empty wallet in his pocket, letting out a long sigh.

"At least I won't have to worry about developing pictures the old fashioned way." He said, trying to put a positive spin on it.

 _Unfortunately, the replacement camera pretty much cleaned me out of all the money I had saved for myself up to this point. Meaning I could kiss taking Liz to Homecoming in style goodbye. Plus, I also had to tell Aunt May I broke Uncle Ben's camera. I knew she would be crushed._

…

"Oh Peter, are you okay?" May asked, looking Peter over. "What happened?"

"I was taking pictures and some rubble fell from a nearby building." He explained. "I got away ok, but my… my camera got crushed."

"Are you hurt?" May questioned. "Did anyone see you? Please tell me you're not in trouble."

"No, I'm fine." Peter reassured. "I just wish my camera was. I know it belonged to Uncle Ben and I know-"

"Peter, it was just a camera." May insisted. "Cameras can be replaced. I'm just relieved you are unharmed."

 _I wouldn't say unharmed, and I certainly wasn't going to tell her about my bruised and possibly broken ribs. She was happy I was alive and I was gonna leave her with that. Now it was only a matter of explaining what happened to Liz._

…

The next day at Midtown, Peter walked through the halls, going over in his mind what to say to Liz. He was still mulling it over when a pair of hands covered his eyes.

"Guess who?" Liz's voice asked playfully.

"Emma Stone?" Peter guessed.

Liz playfully hit him in response.

"Do I look like a blonde to you?" Liz remarked.

"I don't know, you could pull it off." Peter replied.

Liz chuckled a bit before removing her hands and smiling at him.

"Listen, I am so excited about homecoming. You are going to love my dress. My mom helped me pick it out, and don't worry, I'm sure you'll look just as amazing."

"Yeah," Peter replied, rubbing his neck. "Listen, I'm looking forward to this too. I wanted to make it special, limousine and everything. But-"

"Oh, you don't have to worry about that." Liz reassured.

 _I'll admit, my brain stalled for a moment._

"What?" Peter asked.

"My dad offered to drive us." Liz explained. "It's his week for me to stay with him, so he was more than happy to lend a hand, especially when I told him you were the one who helped me save my grade."

"Wow…" Peter let out. "That's… that's great."

"Yep." Liz agreed. "Just come by my house at 7 and I'll be ready."

She pecked him on the cheek before heading off. Peter couldn't help but smile at the prospect of going to the dance with Liz in style. Across the hallway, Gwen watched him walk away, sighing heavily and leaning against her locker.

"You ok, Gwen?" Harry asked, walking up to her.

"Oh, hey Harry." Gwen replied. "Yeah I'm- I'm good. I'm just… fine."

Harry happened to look over and saw Peter walking off.

"Let me guess, Pete brushed you off?" Harry surmised.

Gwen groaned.

"Is it that obvious?" She let out.

"Pretty much." Harry replied. "Listen, I know I'm not Pete, but maybe you'd let me take you to the dance? I promise, it will be just as friends. You have my word."

Gwen thought for a moment, before finally sighing.

"Alright." Gwen agreed. "Guess it couldn't hurt to go with a friend."

…

On the night of the dance, Peter had just finished putting on his uncle's tuxedo, which was a surprisingly good fit.

"Well, how do I look?" Peter asked.

"Quite handsome, Peter." May reassured, handing Peter a corsage. "Take this. I was able to get one of my bridge club friends to make it for me.

"Thanks Aunt May," Peter replied, taking the corsage. "I'm sure Liz is gonna love it."

"Well go on, you're going to be late." May insisted. "Hurry now. And be sure to have fun."

"I will!" Peter reassured heading off.

…

 _And after a quick swing, I finally arrived at Liz's place. Words could not express how excited I was. The biggest nerd in school going out with the star cheerleader. I was certain that on that night, everything would change._

Peter adjusted his tie, straightened his jacket, then smoothed back his hair. Certain he was presentable, he rang the doorbell. The door opened, and Peter felt his blood run cold.

"You must be Peter." Adrian Toomes greeted. "Come on in. Liz is finishing up her make-up."

"Uh… thank your, Mr. Allen." Peter tried to respond.

"Toomes actually." Toomes corrected. "Liz's mother and I… well, you can probably tell."

 _My brain was completely fried. Liz's dad was the Vulture! I was standing in the home of one of the most dangerous men in the city! If he had any idea who I really was, I was certain he would kill me on sight. I was suddenly very self conscious of the spider suit under my tux, praying to every deity in existence it didn't show through the shirt._

"Y-yeah." Peter answered.

"Why so nervous?" Toomes asked. "I don't bite."

"Just… meeting the parents, you know?" Peter replied. "Wanna make that good first impression."

"Son, you saved my daughter's grade, defended her, and treated her like a person." Toomes said, placing a hand on Peter's shoulder. "You're good in my book."

"Happy to hear that, sir." Peter responded.

 _If he only knew._

"Petey!" Liz called out.

Peter looked up to see Liz descending the stairs in a seafoam green, sleeveless dress. It was absolutely gorgeous on her, a slit up the side about to her hip. A pair of silver heels were on her feet and her long hair was curled and done in a styled bun. Her makeup was tasteful, and her smile was enough to almost make Peter forget his situation.

"Whoa." Peter let out.

"There she is." Toomes let out, walking up to her. "You look beautiful, gumdrop."

"Thanks Daddy." Liz told him, kissing him on the cheek.

Peter watched the display before him, honestly finding it a little jarring at first. He shook his head trying to focus as Toomes grabbed his keys.

"Well, I better get you kids to your dance." He declared. "Remember Liz, your mother's picking you up."

"Why can't you come and get us?" Liz asked, sounding a bit upset.

"Sorry, something's come up at work." Toomes reassured. "Don't worry, afterwards, you and I'll have all the time in the world."

Liz practically squeed in happiness, throwing her arms around her father. Peter actually let out a small smile at the sight, but the knowledge of who he really was still loomed over him.

"Well, we'd better get going." Toomes decided.

…

The car ride over to the school consisted of Peter stewing in fear and awkwardness while Liz chatted with her dad about everything under the sun.

"So, when are you going to tell me about your new job?" Liz asked. "You've been so vague about it and I want to see where you're working now."

"It's nothing exciting, really." Toomes replied. "I'm something of a delivery guy. Relocating pieces of equipment for various companies."

 _Translation: Thief._

"Sounds like hard work." Peter spoke up. "A guy as smart as you could have a place in any company he wanted. Why not put in at Stark Industries?"

"Tried that once." Toomes replied. "Used to work at Oscorp. Working on cutting edge technology, but they let me go. Said I was too old for the game."

 _And cue the villain monologue._

"But Stark Industries isn't Oscorp." Peter argued. "Besides, I'm almost positive they'd offer you a better deal than your current job."

"I just feel uncomfortable being under the thumb of anyone like that." Toomes replied. "Besides, Stark's out of the weapons game anyway. Doubt he'd have much use for a guy like me."

"I… guess so." Peter replied.

"So what do you do, Pete?" Toomes asked.

"Uh… I'm a freelance photographer for the Bugle." He answered.

"The only one who can get pictures of Spider-Man." Liz boasted.

"Spider-Man, eh?" Toomes replied, genuinely interested. "I hear he's quite the character."

"He threatened to squish me." Peter quickly said, suddenly grateful for that little charade he pulled with JJ. "Trust me, I may take pictures of him, but we're not exactly friends."

"Fair enough." Toomes replied. "Still, he stopped that 'Shocker' freak from attacking Oscorp. That's gotta count for something."

"I… yeah." Peter let out. "Look, can we change the subject? How about that job you mentioned? Care to share any details?"

"Not much to tell really." Toomes dismissed. "All I can say is that once the job is over, I can retire, and finally spend some more time with Liz. I might even be able to see some of the games and watch her perform as a cheerleader."

"Really?" Liz asked gleefully.

"Really." Toomes confirmed.

Liz smiled, a sight that made Peter's heart ache. Finally, the car pulled up to the school, Toomes putting it in park.

"Alright you two, have a good time." He said. "And Peter, make sure Liz has a good time. I find out you hurt her, and I'll make you wish you were never born."

"Daddy!" Liz let out.

"D-don't worry, sir." Peter reassured. "I have nothing but the best intentions for Liz."

"That's what I like to hear." Toomes replied.

Liz headed on inside, but Peter hesitated. He leaned forward, offering Toomes his hand.

"Good luck with your job." He told him.

"Thanks." Toomes replied, shaking his hand. "Now go show my daughter a good time. But not too good."

Peter climbed out and Toomes drove off.

 _I was frozen in place, my mind a tangled web of thoughts and emotions. My biggest enemy at the moment the father to the girl I was into. He was going to do something tonight, a job that I had a gut feeling would end with people getting hurt. I knew I had to stop him, but if I did, Liz would lose her father. My mind went back and forth on it as I made my way inside. I was torn on what to do, pulled in two separate directions. As I walked inside, I could see Liz standing in the midst of the dance floor, waiting for me. I approached, took her hand, and said four words that will always stick in my head._

"I've got to go." Peter informed her.

Liz blinked in response.

"W-what?" She let out.

"Something… something came up at the Bugle." He told her. "I wish I could stay, but…"

"You're leaving me? Now? We just got here!"

"I know." Peter insisted. "I am so, so sorry about this."

Before anything more could be said, Peter ran off, leaving Liz alone on the dancefloor. Liz just stood there, dumbfounded by what had just happened.

…

In the hallways, Peter bolted towards a back entrance where he was sure Toomes would drive by. He quickly shed his tux and donned his Spider-Man costume just as he made it outside. He leapt onto the side of a bus before bouncing onto a street lamp, finally leaping into the air and swinging off, catching sight of Toomes' car.

"There you are." Peter let out, continuing his pursuit from a safe distance.

…

After a while, the car pulled up to the hanger and Toomes got out, unaware of Spider-Man landing on a street lamp not far away.

"This must be where Toomes and his buddies are building their high tech goodies." Spidey surmised. "Wonder what he's working on this time."

After Toomes walked inside, Spider-Man swung over and landed on the side of the hanger. He climbed up to the roof and opened a panel on top, allowing entry inside. He looked around and saw Toomes gering up in his Vulture wings and putting on a newly repaired helmet.

"Tell me this contraption of yours will actually work." Toomes demanded. "I cannot allow for any foul ups."

"I've gone over the calculations a hundred times." Tinkerer confirmed. "It'll work. Remember, the scrambler must be activated at least three hundred feet below the planes cruising altitude, so we won't be able to communicate until you're on board."

"Got it, radio silence." Toomes replied.

 _Meaning Vulture would be alone and without a means of calling backup._

"Alright then, let's get this show on the road." Vulture declare, spreading his wings.

The hanger doors then began opening up as Vulture's thrusters fired up. Finally, Vulture launched off, taking off into the skies.

"Now's my chance." Spider-Man decided.

He dropped down onto the ground and webbed Tinkerer to his chair.

"What the-" Tinkerer let out.

"What's Vulture after?!" Spider-Man demanded.

"The Spider-Man!" Tinkerer yelped. "How did you find us?!"

"Searched for rotting flesh. Vultures like that." Spidey remarked. "Now answer the question!"

"Not a chance!" Tinkerer snapped. "I will not betray my boss!"

Spider-Man then leapt onto the wall and webbed Tinkerer's chair, lifting him into the air.

"Fun fact pal, my webbing dissolves in about an hour." Spidey shared. "So unless you want me to leave you here until then-"

"Alright, alright." Tinkerer relented. "Osborn's testing a prototype stealth plane tonight."

"Stealth plane?" Spidey questioned.

"It utilizes experimental retro reflection panels that make it undetectable." Tinkerer explained.

"And Vulture's gonna jack the plane." Spidey pieced together, dropping Tinkerer on the ground. "Thanks for the info."

Spider-Man then climbed back out the opening in the roof and saw Vulture flying off. Seeing an antenna on the roof, Spider-Man shot out a web to the top of it, stepping back far enough so it was well stretched. He then hopped up a bit, launching him forward into the air. After sailing upwards for a bit, Spider-Man shot a web out at Vulture's pack, snagging it.

"Looks like I'm along for the ride." Spidey said to himself.

…

Onboard the plane, Norman Osborn himself walked through the hull of the plane, overseeing it's functionality.

"How are all systems functioning?" Norman asked the pilot.

"Full capacity, sir." the pilot confirmed.

"And radar hasn't detected anything?" Norman inquired. "I can't risk losing this plane."

"Nothing so far sir." the pilot replied.

"Good. Make sure it stays that way." Norman told him.

…

Outside the plane, Vulture continued his ascent towards his prize, pulling out a handheld device.

"Activating signal jammer." He reported, turning the device on.

…

Onboard, the pilot's screens suddenly went static, much to his surprise.

"Sir, I've lost all instruments!" He relayed.

"What?" Norman demanded. "Get them back now!"

"Trying sir." The pilot replied. "But it's like they're being jammed!"

...

After activating the device, Vulture flew towards the plane, actually spinning around and attaching to the underside of it.

"Let's hope Mason's vacuum seal works." Vulture said to himself.

The wings then closed around him, forming a perfectly sealed rectangular box around him.

"Wow." Spidey commented, climbing up the web. "Today's super villain toys come with all the tricks."

In the seal, Vulture began using the laser cutter in his gauntlet to cut through the bottom of the plane.

…

Inside, Norman saw the laser cutting through the ground below him and backed away from it in shock.

"What on earth?!" Norman let out.

Finally, the bottom was thrown up and into the plane, allowing the Vulture to enter inside. Norman stepped back in surprise as Vulture stepped towards him.

"What do you want?" He asked.

The Vulture just wordlessly raised his gauntlet towards him, before aiming to the side and shooting the pilot in the back. The pilot was dead in an instant, the plane going widely off course. Norman rushed to try and take control of the plane and prevent a crash. The Vulture them came up and grabbed him by the shoulder, throwing him back before locking in coordinates to the autopilot. Vulture then turned towards Osborn and took off his helmet, showing his face.

"What do you think of my inventions now?" Toomes remarked.

"Toomes?!" Norman let out. "Are you mad?! What are you doing?!"

"Taking what belongs to me." Toomes replied. "You made a mistake throwing me out, Osborn. I'm making up for that now."

"By sending us both to our deaths?!" Norman accused.

"The autopilots engaged." Toomes told him. "The plane will reach a predetermined destination where I can put it to good use. Whether you join us or not, is up to you."

Toomes then picked Osborn up and went to where the opening was, commanding the seal to open up.

Outside, Spider-Man had just reached the plane and quickly dashed to the side of the wings before they opened up, seeing Toomes holding Osborn over it.

"Here's the deal Osborn." Toomes told him. "Either I let go, or you agree to apologize on live television, admitting that you've just been using my work for your own gain, then you will pay me what I am owed.

"Here's something you should know about me." Osborn told him. "I. Never. Apologize."

"And I bet you don't fly, either." Toomes remarked.

He then threw Osborn out of the hold before turning towards the cockpit. Before Osborn could fall too far though, a web shot out and grabbed him on the chest. Spider-Man then quickly webbed over a parachute from inside the plane before the seal closed back up. Once he had it, he pulled Osborn in close, grabbing hold of him.

"You alright?" He asked.

"Spider-Man?!" Norman exclaimed.

"That's what they say in the theme song." Spidey remarked. "Back to the question at hand though."

"Just tell me that's a parachute in your hand!" Norman requested.

"Alright, alright." Spidey replied, handing him the parachute. "I'm just gonna deal with the nutcase with the wings now."

Once Osborn had the chute on, Spidey let him go. As Osborn pulled the chute and floated safely to the ground, Spider-Man turned his attention to the Vulture. He started prying open the seal, allowing him to barely make it inside.

"Hey!" He called out, causing Vulture to turn around.

"You." Vulture let out.

"Surprised?" Spidey remarked. "Heard a bit of your conversation with Osborn."

"Then you know why I'm doing this." Vulture replied.

"Doesn't mean I can condone it." Spider-Man said firmly. "I know Osborn screwed you over, but that's no excuse to steal from him just so you can sell weapons to criminals."

"And how do you think your pal Osborn paid for his tower? Or any of his little toys?" Toomes countered. "That's how this world works. Guys like Osborn, Hammer, Stark, they do and take whatever they want, but guys like me? They don't care about us. We just end up having to clean up after them, eat their table scraps. And that's if we're lucky."

"Look, I'm not saying that it's perfect, but you're going about this all wrong." Spidey insisted. "You're not just hurting Osborn, but all the people who work for him too. Did you ever think of that?"

"Sorry, but I've got people of my own to worry about." Vulture replied, aiming his laser at him.

Spider-Man ducked under the blast, shooting out a web to clog the weapon. Vulture grunted in frustration as Spider-Man ran towards him, prompting him to strike him with his gauntlet, knocking him on the ground, sliding. As he reached the opening, Vulture opened up the seal, causing him to fall out. Spider-Man quickly shot out a web line, grabbing hold onto the plane before flying off. He pulled himself back on climbing up on the side before realizing that Vulture's wings were gone. He looked around and saw Vulture out in the air, coming back around towards him.

"Great." He lamented. "You know, most kids spend homecoming dancing, downing punch, maybe making out in a closet or something. Me, I get to spend mine on the outside of an invisible plane, fighting my date's dad."

Just then, Vulture swooped in, trying to slash him. Spider-Man quickly flipped onto the roof of the plane, causing Vulture to just slash at some of the planes panels.

"Ohh." Spidey let out. "Think that's gonna ruin the resale value!"

Vulture just wordlessly tried slashing at him again, causing Spider-Man to leap back near a turbine on the back of the plane. Vulture then landed hard on the plane, using his wing to slap Spider-Man back, tearing his costume a bit and knocking near the turbine. Spidey shot out a web to avoid getting sucked in, but Vulture was quick to sever it. Thinking fast, Spider-Man shot out another web, this time on Vulture's wing, before shooting another web to the back of the turbine. Spider-Man then pulled hard on the web connected to the turbine, pulling the wing into the turbine and severely damaging it. This however, also caused the turbine to blow, knocking Spidey forward and sending the plane in a downward descent. Spider-Man looked out and saw they were still over the city, much to his dismay.

"Not good. Not good!" He let out.

Looking around, he quickly came up with an idea and leapt towards the left wing, webbing the flap and pulling hard.

"Gotta… aim it towards… the river!" He let out, pulling as hard as he could.

The plan seemed to work, as the jet started veering towards the river where it could simply splash down. Seeing that the plane would be safe, Spider-Man decided it was time to depart. He leapt from the plane and prepared to swing off before Vulture grabbed him by the arm. Vulture then tossed Spider-Man into the side of a building, cracking a window in the process. Spider-Man shook his head in pain as Vulture hover towards him, struggling to stay in the air.

"You've cost me big time, webhead." Vulture told him.

"So sue me." Spider-Man remarked, slightly wincing as his arm flared up in pain. .

Vulture tried lunging his wing at him, but Spider-Man just leapt over the strike and onto Vulture's back.

"You wrecked my wing!" Vulture told him. "I can't steer!"

"Yeah, but you're still airborne. How does that work exactly?" Spidey questioned before noting the rotors in his wings. "Oh, duh."

Spidey then webbed the rotors before punching the thrusters in Vulture's pack, causing him to fall.

"You idiot!" Vulture exclaimed. "You've killed us both!"

"You so have not been paying attention." Spidey remarked, shooting a web and swinging through the city.

…

Later, the police were responding to the Oscorp theft when they saw Vulture webbed to a lamp post near the river. As Jefferson Davis walked up to Toomes, he saw a card attached to Vulture. He pulled it off and saw it read 'compliments of your friendly neighborhood Spider-Man'.

"Heh…" Davis let out. "What do you know?"

…

The next day at school, Peter held his injured arm slightly as he walked down the halls. As he walked, he noticed Liz standing by her locker. Her eyes were puffy and red, a copy of the Bugle clutched in her hands. Sighing in defeat, he steeled himself and walked over to Liz.

"Uh, Liz…" Peter spoke up. "Look, I'm sorry about bailing on you at the dance."

"You knew, didn't you?" She asked quietly, her eyes never leaving the paper.

"I… I didn't know it was your dad." Peter reassured. "Believe me, if I did-"

"You what?" Liz interrupted. "Would have gotten some pictures for your stupid paper? I thought you were acting strange in the car, asking him all those questions. You knew from the beginning who he was, and I bet you're the one who told Spider-Man."

"Liz, I didn't. It wasn't like that." Peter insisted.

Liz just turned to him, throwing the paper in his face.

"Sally was right about you." She snapped. "You're nothing but trouble. I never should have trusted you."

"Liz." Peter tried to plead, pulling the paper out of his face as she walked off.

Seeing his efforts were in vain, Peter just lowered his head in shame and defeat.

…

 _Pretty harsh, huh? As I sat in my room that night, looking at my mask, all I could think was how I never asked to be Spider-Man, never asked for these powers. I tried doing the right thing, and all it got me was a shredded costume,a bashed arm, bruised ribs, no money, and the girl I liked thinking I was scum. I just kept wishing I had just gone to the dance with her and forgot her dad had anything to do with the Vulture._

Peter looked at the mask, clenching it in his fist before throwing it across the room. It landed on his nightstand, knocking a picture off and nearly causing it to hit the ground before Peter webbed it and pulled it towards him. He looked at it, realizing it was of him and his Uncle Ben.

 _But then I remembered, the last time I looked the other way, it cost me everything. Toomes may have been trying to provide for his family, but he didn't care who got hurt along the way, and thanks to the webhead, both Liz and Harry got to keep their dads. So what if no one threw a parade. Spider-Man was there and there to stay… for the time being anyway._

…

At Oscorp, Professor Stillwell was in his lab, going over some data when Osborn entered.

"Professor Stillwell." He addressed, gaining his attention.

"Mr. Osborn!" Stillwell let out. "I heard what happened with Toomes. Are you alright?"

"Just fine." Osborn reassured. "But I want to talk about you."

"Me?" Stillwell asked.

"Yes, you… and your creation of the Scorpion." Osborn replied.

Stillwell blanched, stumbling backwards as his tongue suddenly turned to lead.

"Th-the Scorpion?" Stillwell stuttered. "Sir, I can assure you I had no-"

"No need to be modest, Professor." Osborn cut off. "I was quite impressed by your craftsmanship."

Stillwell was genuinely surprised by Osborn's reply.

"You… you were?" Stillwell inquired.

"Yes, and I wasn't the only one." Osborn answered. "Come with me."

Stillwell followed, somewhat terrified of the consequences of disobeying.

…

After a few minutes, Osborn opened the door to a conference room, where Stillwell walked in and saw, to his shock, Hammerhead sitting in one of the chairs.

"No need to be bashful, Professor." Osborn insisted. "Take a seat."

"But thats…. That's Hammerhead." Stillwell told him. "Doesn't he work for-"

"Hey!" Hammerhead cut off. "We don't use his name. Call him the Kingpin."

"R-right." Stillwell stammered. "But what does the Kingpin want with me?"

"Why not ask him yourself?" Hammerhead remarked, hitting speaker on the conference phone. "We're all here, boss."

" _Thank you, Hammerhead."_ Kingpin replied. " _Professor, Mr. Osborn, I'll cut to the chase. I was very impressed with the work you did creating the Scorpion. I would very much appreciate it if you could make more like him."_

"More?" Stillwell repeated. "Why?"

" _Simple. Misdirection for the Spider-Man."_ Kingpin elaborated. " _When Spider-Man clashes with the likes of the Vulture, the Lizard, and even your Scorpion, he's too busy to interfere with my work."_

"And if we were to make more of these, well, 'supervillains'," Osborn spoke up. "What would be in it for Oscorp?"

" _Ample funding, and an unlimited supply of human guinea pigs for your more… questionable experiments."_ Kingpin offered. " _I'm even willing to throw in something my boys have been working on for awhile. I'm certain it can help with your… headaches._ "

Osborn just glared a bit before maintaining his composure.

"When would you like the first product?" Osborn asked.


	8. Competition

In the dead of night outside of a bank, two men moved out of the back and pulled back a manhole cover and dropped down in the sewers. The two men, revealing themselves to be Flint Marko and Alexi Syscevich, rounded a corner gripping the bags of money in their hands.

"I gotta hand it to you Alexi," Flint commended. "This was a hell of a score."

"What I tells you, heh?" Alexi replied. "We in and out. No fuss, no mass."

"No fuss for sure." Flint agreed. "No cops or Spider-Man down here to cramp out style."

"Didn't know you had any style." a voice taunted.

The two thugs turned to see Spider-Man lowering himself upside down on a web towards them.

"Hi ya boys." Spidey greeted.

"Spider-Man?!" the two let out.

"How did-?" Flint let out.

"Let's just say, you never know the things you'll find around you while you're waiting for the subway." Spidey remarked, dropping down and webbing Flint to a wall. "Just something to think about, Marko."

"Oh, so now you remember my name." Flint let out, clearly annoyed.

"I make it a point to remember most people, criminal or otherwise." Spidey replied. "If not, they'd probably end up wanting to kill me."

As he spoke, Alexi ran up and tried swinging his bag of loot at Spider-Man, but the webhead dodged and evaded every blow.

"Seriously? Hit me with the loot? That's your best strategy?" Spidey remarked, kicking Alexi in the head and causing him to stumble back. "You have got to get some better moves, Alexi."

Spidey then webbed his hands to a nearby pipe immobilizing him. Alexi struggled to free himself, but to no avail.

"Oh relax, at least I didn't pants you this time." Spidey reassured. "I'm just gonna call the cops so you two can spend some quality time together."

…

Later, the two crooks were hauled away by the police and locked up in a cell.

"I can't believe it!" Marko let out. "Two million easy, and we lose it!"

"All because of Spider." Alexi cursed. "What I wouldn't be giving to have my hands around his tiny throat."

About that time, a set of footsteps could be heard coming down the hallway. The two looked up to see Hammerhead walking up to their cell.

"Evenin boys." He greeted. "Heard you ran into a bit of trouble tonight."

"Who's askin?" Marko asked.

"Just somebody who's taken an interest in your situation." Hammerhead replied. "And who can offer you a chance to get back at the web creep for putting you away.

Both Marko and Alexi perked up at the promises being made to them. They both looked at each other for a moment before turning back to Hammerhead.

"Alright, we're interested." Marko replied.

"Great." Hammerhead replied. "Welcome to the big time."

…

The next morning at the Parker residence, Peter had just finished getting dressed for school, rubbing his arm in slight pain.

 _Yeah, a little souvenir from my battle with the Vulture. If only that was the only damage from that night. Between ditching Liz at the dance and blowing off Harry for studying, I was not doing so well in keeping friends. Man, how did my life become such a mess._

Once he was comfortable with his limb, he went out of his room and down the stairs towards the door.

"Hold on a minute, Peter." Aunt May called out.

Peter froze in his tracks as he turned towards Aunt May.

"Uh, what's up, Aunt May?" Peter asked. "Kinda on the way to school."

"I know, but there's something we need to discuss." May told him, gesturing to the table in front of her. "Please take a seat."

Peter sat down, still a little confused as to what this was all about.

"I understand that you're getting older, and that with your new job with the Bugle, you've been away from home more." May began. "However, with everything that's been going on, I don't feel safe with you wandering around the city at all hours of the night. That's why I'm establishing a curfew."

"What?!" Peter let out. "But-"

"No buts, Peter." May cut off. "You will be home by 10 o'clock, but if you will be late, you can call me. However, it must be before 10 so I'm not worried.

Peter just sighed in response, seeing he couldn't win this.

"Alright." He relented.  
May sighed, taking his hand.

"This isn't a punishment, Peter." she assured. "I'm just worried about you is all. You're all I have left."

"I know." Peter replied, getting up and hugging her.

May returns the hug in kind, holding him tightly.

"Alright, now you better get going." She told him. "Don't want to be late."

Peter grabbed his backpack, then headed out.

…

At Midtown High, Peter walked down the halls towards his locker, his conversation with Aunt May still on his mind.

 _I understood why she instilled the curfew. Honestly, I was surprised she hadn't enacted one sooner. Still, I knew it was going to impede my Spidey heroics big time. Staying alive fighting bad guys was bad enough, but balancing that with making it home before ten was gonna be… well I wouldn't say impossible, but pretty close to it._

Peter made it to his locker, grabbing the books he needed before closing it. As he did, he saw Harry at his locker, rooting around inside. Taking a breath, he walked towards his best friend.

"Harry." Peter spoke up.

Harry looked over at Peter, his expression unreadable.

"Hey Pete." He greeted.

"Hey. look, about the whole calc test thing," Peter began to plead. "I'm so sorry about that. I made you a promise, and I blew it. I know you probably think I'm a complete jerk."

Harry chuckled slightly.

"Dude, I'm over the calc test." He assured Peter. "Honestly, I could have studied on my own, and I probably should have. I shouldn't have put so much pressure on you."

"So, are we cool?" Peter asked.

"Yeah, we're cool." Harry assured him. "Besides, thanks to you I got to dance with Liz Allen. We're even meeting up for coffee on friday."

"Wow." Peter let out. "That's… great. Let me guess, you bonded over my idiocy?"

"Kinda, yeah." Harry admitted with a shrug.

"Eh, my own fault I guess." Peter admitted.

" _Attention, students."_ a voice over the PA announced. " _Coach Smith here with a quick announcement. After the injury of our starting tide end, and the academic suspension of our back up, the Midtown Mustangs will be holding three days of tryouts, starting this afternoon."_

"Aw, sweet." Harry let out. "That's just what I need."

"Wait, you're actually going to try out?" Peter questioned.

"Why not?" Harry replied.

"Do the words 'slaughtered' or 'mangled' sound familiar?" Peter answered.

"Come on, cut me a little slack." Harry remarked. "If you're that worried, why not try out with me?"

 _Yeah, there's a thought. The Amazing Spider-Man, web swinging across the gridiron and scoring the game winning touchdown._

"Thanks, but I'll pass." Peter replied before realizing his choice of words. "Uh, no pun intended."

Harry just snickered.

"No prob, though could you at least come to support me?" He asked. "I'd appreciate it."

Peter thought for a moment, then came to a decision.

"Alright, Harry." Peter agreed. "I'll be there."

"Great!" Harry declared.

…

Meanwhile, Flint Marko was getting set up in a large metal tube. His arms and legs were restrained as Stillwell attached several electrodes to Marko's chest

"So doc," Marko spoke, chuckling a little. "What's all this for?"

"Have you heard of a man by the name of Luke Cage?" Stillwell asked.

"Yeah, sure." Marko replied. "Wait, you makin me like him?"

"A variation on him, yes." Stillwell explained. "The exact process that made Luke Cage the unbreakable man he is today was unfortunately lost. However, my experiment should provide you with a similar durable skin using sillicants implanted beneath the skin on a microscopic level. This will make you impervious to all pain, as well as nigh indestructible… at least in theory."

"In theory?!" Marko let out.

"Relax, Marko." Hammerhead reassured. "The prof here knows what he's doing. Isn't that right, Stillwell?"

"Of course." Stillwell reassured. "I've done the calculations countless times. This should work."

"See?" Hammerhead replied. "Nothin to worry about. Once this is done, nothin and nobody can hurt ya. Including Spider-Man."

Marko couldn't help but smile at the prospect.

…

Back at Midtown, school was just letting out for everyone. As Peter walked out of the building, he overheard Flash talking with Kenny Kong, one of his teammates and friends.

"Hey Kong, did you hear?" Flash informed. "Osborn's trying out."

"Oh man, you kidding?" Kong let out. "Guess it's open season on nerds."

"Oh yeah." Flash remarked as the two walked off.

Peter scowled in response before seeing Harry walk up. He quickly approached his friend, throwing an arm around his neck.

"Harry, changed my mind about trying out." Peter declared. "I've got your back."

"Thanks man." Harry responded. "Glad to know you'll be there. Just try not to get too badly pummeled out there."

"I'll… do my best." Peter remarked. "Just make sure you follow your own advice."

"Got it." Harry replied.

…

Not much later, Peter and Harry were decked out in football gear and lined up with several other students looking to try out.

"Alright, ladies, listen up!" the coach addressed. "I only have room for two of you on the team. One starter, and one back up! Helmet's on, and show me what you got!"

Once the tryouts began, Flash and his friends made sure not to go easy on anyone. When it came to test their catching abilities, Flash threw the ball so hard it knocked nearly everyone to the ground. When it was Peter's turn, he caught the ball, but fake stumbled and fell to the ground. Harry was up next, and caught the ball flawlessly, much to everyone's surprise, especially Liz, Peter, and Gwen, who was watching the tryouts from the bleachers.

The next exercise involved catching the ball and making it to the end zone without being tackled. Harry caught the ball without a hitch and sprinted to the end zone. Kong dove to tackle him, but Harry jumped out of the way, making it to the endzone without a hitch. Peter's turn came, and he managed to catch the ball as well. As he ran towards the end zone, his spider sense started going off, signaling him to Kong's approach. Thinking fast, he leapt over him and made it clear to the endzone. However, Kong managed to grab his ankle and he fell, the ball tumbling out of his hands and making the touchdown void.

…

At the end of tryouts, the coach was going over the results of the day as Flash walked up.

"Looks like we got some real talent out there." He remarked. "That Osborn kid for one. He's certainly giving your friend Kong a run for his money."

"What?" Flash let out. "Come on coach, you've got to be kidding. Osborn's a twig! He'll snap the second someone tackles him!"

"You mean, if someone tackles him." the coach remarked as he walked off.

Flash just gritted his teeth as he looked over and saw Liz and Harry talking.

"Harry, that was incredible!" Liz let out. "I didn't know you could move like that."

"To be honest, neither did I." Harry remarked.

The comment cause Liz to laugh, something she hadn't done since Vulture had been taken down. Even Peter saw this and while he wished things were different with him and Liz, he still couldn't help but smile.

…

Meanwhile, the final adjustments were being made on Marko's experiment.

"Everything ready, Professor?" Osborn asked as he, Stillwell, and Hammerhead took their places in an observation booth,

"As we'll ever be, given the rush job on the lab." Stillwell replied. "It should still get the job done though."

"Then by all means." Osborn told him.

Stillwell then pulled a switch, activating the experiment. The inside of the tube lit up and began spinning around Marko, who was on a stationary platform. He was then hit with streams made of a sand like substance, which seemed to seep through his skin and into his body. The process caused Marko to grunt in pain, followed by full on yelling as parts of his body started breaking down into sand.

"The magnetic field is causing the sillicants to overload!" Stillwell realized. "We have to abort!"

"Not yet!" Norman pressed.

Marko continued screaming as his body kept falling apart. The screams only died out when his face dissolved joining the rest of his body at the bottom of the tube as nothing more than a pile of sand. The tube then stopped spinning as the top opened up, revealing nothing but empty restraints and a pile of sand.

"...what now?" Stillwell asked.

"We sweep up, and we try again." Norman answered.

"Wait," Hammerhead cut off. "What's that?"

The other two looked out and saw the pile of sand start to move. The numerous grains of sand slowly began coming together to form some sort of shape. Ever so slowly, it became a hand, elongating into an arm that grabbed at the glass. As if pushing itself out of the pile, a torso formed, then a featureless head. As sand began falling down the head, a vague semblance of a face began to form.

"Oh my God..." Stillwell let out. "Marko's alive..."

"Not quite the results we were expecting," Norman spoke. "But I think this will do nicely."

Norman hit a switch, turning the tube upside down and letting the sand pour out. As it fell, Marko's form literally began sucking it up, his body solidifying into its original shape. Slowly, color returned to his form, even creating clothes for him.

"Very nicely." Hammerhead remarked.

…

Later, Hammerhead and Marko were in the back of a black car driving through the city. Marko kept turning his hand to sand and back again, still in disbelief of what had happened.

"Aw, man." Marko let out. "Still can't believe this is real."

"Believe it, pal." Hammerhead replied. "There's no telling what you can do with powers like these. You could even get rid of Spider-Man once and for all."

"Yeah…" Marko pondered before snapping out of it. "No, wait a minute. Revenge is for chumps. All I want is a chance at a big score. And with these powers, I can get it."

"You're the chump if you think Spider-Man's gonna let you get your big score." Hammerhead rationalized. "He'll stop you, just like he always does."

"You got a point…" Marko admitted. "If I run into him, I'll deal with him. Until then, this city's gonna be my personal sandbox!"

With that, Marko formed a sand fist and smashed the door to the car off, allowing him to turn into sand and blow down the street.

"You're taking this calmly." Norman remarked from the front seat. "I thought the Kingpin wanted a supervillain he could control."

"Kingpin wanted to keep the bug distracted." Hammerhead corrected. "You really think that mook won't cause a big distraction?"

…

Elsewhere in the city, Spider-Man was swinging through the skyline, rubbing one of his shoulders along the way.

"Man, those guys know how to play rough." Spidey commented. "Would've love nothing more than to go all arachnid on King Kong back there. But if the old Peter Parker couldn't handle football, the new one probably shouldn't either. Besides, the last time I used my powers in sports…"

Before he could contemplate any further, a bank alarm started going off.

"Great, just what I need to test my new curfew." Spidey remarked as he swung towards the disturbance.

As he approached the bank, he was surprised to see what looked like Flint Marko just strolling out with two bags of cash in hand.

"Seriously, Marko?" Spidey remarked, landing in front of him. "We've got to stop meeting like this. People are starting to talk."

"Let em." Marko remakred, dropping the cash. "They can talk about me taking you apart."

"Alright, let's to this the hard way." Spidey replied.

Spider-Man then tried punching Marko in the chest, but to his surprise, his fist went right through it. Spidey was shocked, and became even more so when he tried pulling it out. Marko had tightened the sand in his chest, making it essentially stone-like and leaving Spidey's arm stuck inside.

"You're not the only one with powers this time, bug boy." Marko taunted. "Let's see how you like getting thrashed!"

"Uh oh." Spidey let out.

Marko then formed a massive sand fist and punched Spider-Man, sending him flying into a street lamp and denting it. Marko then ran towards Spider-Man and formed his entire body into a massive fist, sending himself right at him. Spider-Man saw this and quickly shot a web that pulled him out of the way just before the fist hit.

"So, how the hell did this happen?" Spidey asked, landing behind him. "You get bitten by a radioactive beach or did you win superpowers on a quiz show?"

"Wouldn't you like to know." Marko jeered.

"Uh, yeah." Spidey replied. "That's why I asked."

Marko didn't say anything, he just formed his hand into a massive slab and launched it at Spider-Man, knocking him back.

"Looks like your time as top freak is over." Marko jeered. "Goodbye Spider-Man, hello Sandman."

"I'm gonna let that slide since you willingly called yourself a freak." Spidey remarked, shooting webs at Sandman.

The webs seemed to entrap Sandman, but he just morphed into sand form and slipped out of them without a problem.

"Don't you know anything about sand?" Marko taunted. "If there's so much as the tiniest crack, it gets out, and gets everywhere!"

"Man, Anakin Skywalker would hate you." Spidey joked.

Sandman responded by forming two massive fists and grabbing Spidey's head with them. Air quickly started running out for Spider-Man as he fruitlessly punched at the sand hands trying to free himself. Just before the lights started going out, sirens filled the air.

"Aw great." Marko snapped, dropping Spider-Man. "Time to book. Hope you don't mind picking this up later."

Marko then disappeared down a storm drain, leaving a gasping Spidey in front of the wrecked bank. Spider-Man quickly webbed himself up to a rooftop before taking his mask off to get some air and let out the sand. He coughed and sputtered, spitting out sand and gagging.

"Where do all these guys come from?" He asked. "And more importantly, how do I make them go back?"

He then pulled off his shoes, dumping out a fair pile of sand from both.

…

The next day at school, Peter was still feeling the pain from both Football, and his failed bout with Sandman.

 _Yet again, the worlds of Peter Parker and Spider-Man seemed to be at odds. I couldn't let Sandman continue robbing banks, but I couldn't let Harry down again by bailing on him when he needs me. And no matter which option I chose, I was going to end up getting clobbered and beaten. Parker luck running true to form._

As he walked down the hall, he saw Harry walking towards him.

"Hey Pete." Harry greeted. "You doin alright?"

"Yeah, just had a hard time getting pics last night." Peter replied. "You ready for day two?"

"More than ready." Harry responded. "Thanks for doing this with me, Pete. it really means a lot."

Peter couldn't help but smile in response.

"No problem, man." Peter dismissed. "Just happy to have your back."

 _I'd been letting the people I care about down too often. It was time to step up for them. Besides, I figured Sandman would still be there after tryouts. Right?_

…

Day two of the tryouts resumed, and everyone was at the top of their game. Like yesterday though, Harry seemed to be surpassing everyone, dodging every tackle, catching every ball, and sprinting across the field faster than anyone had ever seen. It was certainly a sight to behold, especially for Liz and Flash, though for different reasons.

Peter on the other hand, seemed to have the hardest time on the field. He seemed to drop every ball tossed to him, and barely made it a few feet across the field before being tackled to the ground.

 _Believe me, I was sorely tempted to go all arachnobatic on Flash and Kong, but if I did, I might as well have kissed the secret ID goodbye. Besides, I didn't wanna outshine Harry._

…

Meanwhile across town, an armored car was being loaded up with several bags of cash. Once the last one was placed inside, the guard closed up the back and signaled the driver to drive off. As he drove down the street, a large sandstorm came up from behind the truck, quickly approaching it. Once the sandstorm got on top of the truck, it formed into Sandman, who quickly formed his hand into a hammer and used it to smash the top of the truck. The guards inside looked up and saw Sandman standing over them. Before they could fire a shot though, Sandman quickly poured himself inside, his sand form smothering the guards into unconsciousness. Once the guards were out cold, Sandman grabbed them and tossed them out the door before taking the driver's seat and driving off.

...

"Alright," Coach Smith let out. "Right now, I'm looking at Osborn as our first stringer, with Hobie Brown as our back up. Anyone wanna change my mind, you still have tomorrow."

"Unbelievable." Flash commented. "The geeks are inheriting the earth."

"Hey, it's cool man." Hobie insisted. "Osborn played a good game. If he gets the position, he's earned it."

"Pff." Flash let out. "Whatever."

…

After tryouts, Peter walked out of the school as Harry ran up.

"Pete, hey." Harry called out. "You know, I could tell what you were doing out there."

Peter froze up upon hearing that.

"Uh… what do you mean?" Peter replied.

"You taking all those hits out there." Harry responded. "It obviously seemed like you were just taking it."

"Yeah." Peter admitted. "Guess I just didn't want to upstage you. This was your dream, not mine."

"Thanks man." Harry replied.

"Harry!" Liz called out as she ran up to them.

"Hey, Liz." Harry greeted.

"Hey." Peter let out nervously.

"Peter." Liz replied in a cold tone before turning to Harry. "So, Harry, a bunch of us are heading to the Coffee Bean. You wanna come?"

"Sure." Harry agreed. "My treat. Pete, you in?"

"Uh…" Peter pondered, seeing Liz's disapproving stare. "I don't think so."

"Right." Harry realized. "See ya later then."

With that, the two went off, leaving Peter alone. As he stood by himself watching Harry and Liz walk off, he turned around and happened to see Gwen walking towards a bus. Peter decided to chase after just as she got on board and the doors closed.

"Hey, hold up!" Peter called out.

The doors opened up and he got on board. After looking around, be found Gwen and took a seat next to her.

"Peter, hey." Gwen greeted. "I saw you get pretty beat up out there. You alright?"

"I'm fine." Peter reassured. "I'm just glad Harry's doing well."

"Yeah, Harry's been doing pretty well for himself." Gwen replied.

"You sound like that's a problem." Peter noted.

"It's not." Gwen reassured. "It's just, we went to the dance together as friends and when he and Liz got to talking I was left alone. For three hours."

"Ouch." Peter let out. "In all fairness, Liz was only alone because of me."

"Hey, that's not fair." Gwen told him. "Ok, running out like that was jerkish of you, I'll admit. But I know you need this Bugle job to help your Aunt."

"But that doesn't mean it should take priority away from other aspects of my life." Peter replied. "I'm trying to fix that, now."

"Well, if you're one for reconnecting these days," Gwen pondered. "There's a spot on the decathlon team open since Ned switch schools last semester. We could really use someone with an encyclopedic knowledge of science."

"Well, it just so happens, I have such gifts." Peter remarked. "Would certainly be less painful then being the Mustangs personal tackling dummy."

Gwen chuckled at the remark.

"Can't argue with you on that-" Gwen started to agree.

Before she could finish, the sounds of tire screeching filled the air as an armored truck plowed through traffic, knocking over several cars in the process. That, combined with the pursuing police cars, informed Peter on what he had to do.

"I gotta go." Peter told Gwen before realizing he needed an excuse. "Because… the Bugle will want photos. Except I just promised the Bugle wouldn't get in the way of our friendship."

"It's alright." Gwen reassured. "Just… be careful, ok?"

"You got it." Peter reassured before heading off. "You totally rock, Gwen!"

"Nice of you to notice." she muttered to herself.

…

One quick change later, Spider-Man was swinging after Sandman's truck. Once he finally landed on the roof, he was greeted by a sand spike shooting out from the roof, trying to stab him.

"Whoa!" Spidey let out, dodging the spike stabs.

After dodging a few more attacks, Spider-Man managed to flip inside the cab, knocking Sandman back.

"Peak a boo!" Spidey let out as he wailed on Sandman.

"Hehe, not bad." Sandman remarked, letting the punches pass through him. "But if I'm over here, who's driving?"

Spider-Man looked over and saw the car veering towards some oncoming traffic, much to his dismay.

"Crap!" Spidey let out, firing a web at the wheel to steer it away from the cars.

This caused the truck to drive into a construction site. It drove off the entry ramp and fell on its side, causing Spider-Man to crash through the windshield and tumble onto the ground. As he picked himself up groaning, he looked up and saw a pile of sand move towards a pile of girders waiting to be placed on the building. Suddenly, the pile sprang up, sending the girders flying towards Spider-Man.

"Terrific." Spidey let out before shooting a web and slinging away as the girders fell.

He swung and moved around most of them, only to be hit by one in the back, knocking him to the ground.

…

At the Coffee Bean, Harry was talking with Liz, Flash, and their friends. Liz seemed the most invested in the story he was telling, while Flash couldn't care less.

"And then what happened?" Liz asked.

"Ok, so he gets down the road before he gets into 'another' accident at the toll booth." Harry continued. "Worst shaufer ever. I thought my dad was going to fire him, he looked like he was going to pop a blood vessel."

"Maybe it wasn't the chauffeur that was the problem." Flash muttered.

"Wow." Liz replied. "Who knew the super rich had it so tough."

"Yeah…" Harry responded before catching himself. "Well, I mean no…. I mean-"

Liz just laughed in response.

"Take it easy Harry." Liz reassured. "I'm only teasing."

"Better get used to it." Rand told him. "With the way you played out there, you'll be hanging with this crowd a lot more often."

"Yeah but not tonight." Flash let out, fake yawning. "I am beat."

As he stretched his arms, he knocked over several coffees onto Harry, causing him to yelp from contact.

"Flash!" Liz let out. "What the hell is wrong with you?!"

"What?" Flash replied. "It was an accident."

"Yeah, right." Liz dismissed. "And you wonder why we broke up."

"Hey, at least I knew how to show you a good time." Flash reminded. "What does Osborn have that I don't?"

"Maturity, for one thing." Liz told him before turning to Harry. "Harry, I'm pretty tired myself. Mind taking me home?"

"Uh… sure." Harry replied, springing up from his seat. "No problem."

The two then walked off, leaving a fuming Flash to fall back into his seat.

…

Back at the construction site, cops began cordoning off the area, preventing civilians from getting too close. Among them was Jefferson Davis, who was looking over the fight from the street.

"Areas clear of civilians." one of the officers told him. "What should we do?"

"I hate to admit it… but there's no way we can fight that freak." Jefferson lamented. "Just keep the people clear. Let's hope Spider-Man can handle him."

…

Inside the site, Spidey managed to pull himself free from the girders, only to see Sandman looming over him.

"You know, I hadn't planned on coming after you." Sandman told him. "But if you're gonna be the cloud on my sunny beach, then I'm gonna change the weather. Forever."

Sandman then formed both his hands into hammers, raising them overhead prepared to bring them down. Seeing another girder hanging from a cable overhead, Spider-Man shot a webline at it and pulled with all his might, causing it to snap free and fall. Sandman saw this and turned into sand to shift away, allowing Spider-Man to pull himself up and backflip up onto the girder as it landed on top of the pile. He stared down Sandman as he turned back to solid form.

"Alright, Sandman, show me what you got!" Spider-Man challenged. "Or better yet… I'll show you!"

Spider-Man then grabbed a girder from behind before flipping forward and bringing it down on Sandman, breaking him down to sand. As Spider-Man landed, Sandman reformed and socked him across the face, knocking him back as he turned solid.

"Wow, you showed me." Sandman remarked, forming his hands into hammers again.

"Well the hammer thing's getting old pal." Spider-Man remarked, leaping over the hammer strike.

As Spidey landed on the ground, he grabbed one of Sandman's hammer hands and threw him against a wall. He collapsed into sand before one of his arms shot out and grabbed Spider-Man, throwing him against a cement mixer. He rebounded off it and was about to hit the ground before another sand arm grabbed him and shoved him against it. Sandman's body turned solid as his free arm formed a spike, ready to impale Spider-Man. Shaking his head in pain, Spider-Man quickly webbed Sanmans face, disorienting him long enough for Spider-Man to kick right through the sand arm holding him, setting him free. As he landed on the ground, Sandman formed massive slabs on his hands and tried slamming them on Spider-Man. Spider-Man quickly backflipped onto the truck before leaping out of the way of another strike. He tried sticking ton one of the girders but found himself slipping off for some reason. He landed on one of the lower girders and managed to leap behind one to avoid Sandman's attacks. As he hid, he looked at his hands, seeing small bits of cement covering his fingers. He bent them repeatedly to clean them off as he began formulating a plan.

"If I'm gonna win... " Spidey pondered, looking down towards the cement mixer. "I'm gonna have to take a dive. Guess all these hours of being a human tackle dummy are about to pay off."

Spider-Man quickly came out from behind the girder and shot out a webline, swinging towards and over. Sandman. Spider-Man quickly shot out another webline and swung towards Sandman, but Sandman used one of his slab hands to smack him off the webline, knocking him to the ground under the mixer's ramp. He tried picking himself up, but Sandman brought his slab down on him again, keeping him down.

"End of the line, web slinger." Sandman taunted. "You were pretty tough when you were the one with all the power, but now there's a new king of New York. King Sandman!"

"Your majesty." Spidey mocked, webbing the mixer's ramp. "Allow me to build a statue in your honor."

Spider-Man then pulled the ramp free, allowing a ton of cement to pour right on top of Sandman. He tried to move towards Spider-Man, but the cement hardened quickly enough that he was frozen in place. Spider-Man stood up to admire his handy work.

"Michelangelo, eat your heart out." Spidey quipped.

Once more however, he was forced to lift the bottom of his mask up and spit out the excess sand, much to his annoyance.

…

The final day of tryouts came and went, with Harry once again blowing everyone away with his skills and Peter once again getting tripped and tackled at every turn.

"Alright, here's the line up." Coach Brown reported. "Osborn, you're first string. Brown, back up. Everyone else, better luck next year."

"Yes!" Harry cheered.

"Congrats, man." Peter congratulated. "You earned this."

"Thanks, man." Harry replied.

"Way to go, Harry!" Liz let out, running up and hugging him.

Harry returned the hug in kind as Liz just glared at Peter once more. The two then walked off smiling at each other, leaving Peter by himself.

 _Harsh, I know, but if I wanted fame and attention, I wouldn't wear a mask. Liz found someone to be happy with and Harry found his place. As for me, I'm content watching from the sidelines._

"Hey." Gwen's voice called out.

Peter looked behind him to see her walking up to him with two ice cream cones in her hands.

"Figured you could use something sweet after that beating you took." She offered.

"You know, I think I could." Peter agreed, walking up to her.

 _Of course, that has its benefits too._


End file.
